UNITED STATES BANKRUPTCY COURT
                           DISTRICT OF DELAWARE

---------------------------------------------------------------X
                                           :
In re                                      :    CHAPTER 11
                                           :
EDISON BROTHERS STORES, INC., et al.,      :    Case No. 95-1354 (PJW)
                                           :
                   Debtors.                :    JOINTLY ADMINISTERED
                                           :
---------------------------------------------------------------X


               DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION
                  UNDER CHAPTER 11 OF THE BANKRUPTCY CODE    



                                   WEIL, GOTSHAL & MANGES LLP
                                   Attorneys for the Debtors
                                   767 Fifth Avenue
                                   New York, New York 10153
                                   (212) 310-8000

                                        and

                                   YOUNG, CONAWAY, STARGATT
                                     & TAYLOR 
                                   Attorneys for the Debtors
                                   1110 N. Market St.
                                   P. O. Box 391
                                   Rodney Square North, 11th Floor
                                   Wilmington, Delaware 19801
                                   (302) 571-6600




Dated:    Wilmington, Delaware
             March 31, 1997

<TABLE>

                             TABLE OF CONTENTS

<CAPTION>
                                                                         Page
                                ARTICLE I.
<S>                                                                      <C>
DEFINITIONS AND CONSTRUCTION OF TERMS. . . . . . . . . . . . . . . . . .  1
     1.1. Administrative Expense Claim . . . . . . . . . . . . . . . . .  1
     1.2. Administrative Reclamation Claim . . . . . . . . . . . . . . .  1
     1.3. Allowed. . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     1.4. Amended Edison Bylaws. . . . . . . . . . . . . . . . . . . . .  2
     1.5. Amended Edison Certificate of Incorporation. . . . . . . . . .  2
     1.6. Avoidance Claims . . . . . . . . . . . . . . . . . . . . . . .  2
     1.7. Ballot . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.8. Bankruptcy Code. . . . . . . . . . . . . . . . . . . . . . . .  2
     1.9. Bankruptcy Court . . . . . . . . . . . . . . . . . . . . . . .  2
     1.10.Bankruptcy Rules . . . . . . . . . . . . . . . . . . . . . . .  2
     1.11.Business Day . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.12.Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.13.Cash Distribution Pool . . . . . . . . . . . . . . . . . . . .  2
     1.14.Causes of Action . . . . . . . . . . . . . . . . . . . . . . .  3
     1.15.Chapter 11 Cases . . . . . . . . . . . . . . . . . . . . . . .  3
     1.16.Claim. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     1.17.Claims Resolution Committee. . . . . . . . . . . . . . . . . .  3
     1.18.Class. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     1.19 Class A Membership Units . . . . . . . . . . . . . . . . . . .  3
     1.20 Class B Membership Units . . . . . . . . . . . . . . . . . . .  3
     1.21.Collateral . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     1.22.Commencement Date. . . . . . . . . . . . . . . . . . . . . . .  3
     1.23.Confirmation Date. . . . . . . . . . . . . . . . . . . . . . .  3
     1.24.Confirmation Hearing . . . . . . . . . . . . . . . . . . . . .  3
     1.25.Confirmation Order . . . . . . . . . . . . . . . . . . . . . .  3
     1.26.Convenience Claim. . . . . . . . . . . . . . . . . . . . . . .  3
     1.27.Corporate Headquarters Building. . . . . . . . . . . . . . . .  3
     1.28.Corporate Headquarters Building Lease. . . . . . . . . . . . .  3
     1.29.Corporate Headquarters Building Proceeds . . . . . . . . . . .  3
     1.30.Creditors' Committee . . . . . . . . . . . . . . . . . . . . .  4
     1.31 D&B Spinoff. . . . . . . . . . . . . . . . . . . . . . . . . .  4
     1.32.Debtors. . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
     1.33.Debtors in Possession. . . . . . . . . . . . . . . . . . . . .  4
     1.34.Disclosure Statement . . . . . . . . . . . . . . . . . . . . .  4
     1.35.Disputed . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
     1.36.Disputed Claim Amount. . . . . . . . . . . . . . . . . . . . .  4
     1.37.EBS Building, L.L.C. . . . . . . . . . . . . . . . . . . . . .  5
     1.38.EBS Building LLC Members Agreement . . . . . . . . . . . . . .  5
     1.39.EBS Claims, L.L.C. . . . . . . . . . . . . . . . . . . . . . .  5
     1.40.EBS Claims LLC Members Agreement . . . . . . . . . . . . . . .  5
     1.41.Edbro Missouri . . . . . . . . . . . . . . . . . . . . . . . .  5
     1.42.Edison . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
     1.43.Edison Equity Interest . . . . . . . . . . . . . . . . . . . .  5
     1.44.Effective Date . . . . . . . . . . . . . . . . . . . . . . . .  5
     1.45.Equity Committee . . . . . . . . . . . . . . . . . . . . . . .  5
     1.46.Equity Interest. . . . . . . . . . . . . . . . . . . . . . . .  5
     1.47.Final Order. . . . . . . . . . . . . . . . . . . . . . . . . .  5
     1.48.Funding Escrow . . . . . . . . . . . . . . . . . . . . . . . .  5
     1.49.Funding Escrow Assets. . . . . . . . . . . . . . . . . . . . .  6
     1.50 Funding Escrow Agent . . . . . . . . . . . . . . . . . . . . .  6
     1.51.Funding Escrow Agreement . . . . . . . . . . . . . . . . . . .  6
     1.52.Funding Escrow Properties. . . . . . . . . . . . . . . . . . .  6
     1.53.General Unsecured Claim. . . . . . . . . . . . . . . . . . . .  6
     1.54.IDB Secured Notes. . . . . . . . . . . . . . . . . . . . . . .  6
     1.55.Initial Distribution Date. . . . . . . . . . . . . . . . . . .  6
     1.56.Insured Claim. . . . . . . . . . . . . . . . . . . . . . . . .  6
     1.57.Lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
     1.58.LLC Funding Amount . . . . . . . . . . . . . . . . . . . . . .  6
     1.59.Management Incentive Plan. . . . . . . . . . . . . . . . . . .  6
     1.60.Management Options . . . . . . . . . . . . . . . . . . . . . .  6
     1.61.Mercantile . . . . . . . . . . . . . . . . . . . . . . . . . .  7
     1.62.1976 IDB Claim . . . . . . . . . . . . . . . . . . . . . . . .  7
     1.63.1985 IDB Claim . . . . . . . . . . . . . . . . . . . . . . . .  7
     1.64.1976 IDB Related Instruments . . . . . . . . . . . . . . . . .  7
     1.65.1985 IDB Related Instruments . . . . . . . . . . . . . . . . .  7
     1.66.1976 IDB Secured Notes . . . . . . . . . . . . . . . . . . . .  7
     1.67.1985 IDB Secured Notes . . . . . . . . . . . . . . . . . . . .  7
     1.68.New Common Stock . . . . . . . . . . . . . . . . . . . . . . .  7
     1.69.New Common Stock Distribution Pool . . . . . . . . . . . . . .  7
     1.70.New Notes. . . . . . . . . . . . . . . . . . . . . . . . . . .  7
     1.71.New Notes Distribution Amount. . . . . . . . . . . . . . . . .  7
     1.72.New Notes Indentures . . . . . . . . . . . . . . . . . . . . .  8
     1.73.Other Priority Claim . . . . . . . . . . . . . . . . . . . . .  8
     1.74.Other Secured Claim. . . . . . . . . . . . . . . . . . . . . .  8
     1.75.Pension Plan . . . . . . . . . . . . . . . . . . . . . . . . .  8
     1.76.Pension Plan Payment Date. . . . . . . . . . . . . . . . . . .  8
     1.77.Pension Plan Proceeds. . . . . . . . . . . . . . . . . . . . .  8
     1.78.Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
     1.79.Plan Supplement. . . . . . . . . . . . . . . . . . . . . . . .  8
     1.80.Priority Tax Claim . . . . . . . . . . . . . . . . . . . . . .  8
     1.81.Pro Rata Share . . . . . . . . . . . . . . . . . . . . . . . .  8
     1.82.Quarter. . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
     1.83.Record Date. . . . . . . . . . . . . . . . . . . . . . . . . .  8
     1.84.Registration Rights Agreement. . . . . . . . . . . . . . . . .  8
     1.85.Reorganized Debtors. . . . . . . . . . . . . . . . . . . . . .  9
     1.86.Reorganized Edison . . . . . . . . . . . . . . . . . . . . . .  9
     1.87.Reorganized Subsidiaries . . . . . . . . . . . . . . . . . . .  9
     1.88.Reserve. . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     1.89.Restricted Stock . . . . . . . . . . . . . . . . . . . . . . .  9
     1.90.Resolved Avoidance Claims. . . . . . . . . . . . . . . . . . .  9
     1.91.Resolved Avoidance Claims Proceeds . . . . . . . . . . . . . .  9
     1.92.Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     1.93.Secured Claim. . . . . . . . . . . . . . . . . . . . . . . . .  9
     1.94.Secured 1976 IDB Claim . . . . . . . . . . . . . . . . . . . .  9
     1.95.Secured 1985 IDB Claim . . . . . . . . . . . . . . . . . . . .  9
     1.96.  Secured Tax Claim. . . . . . . . . . . . . . . . . . . . . .  9
     1.97.  Secured United of Omaha Claim. . . . . . . . . . . . . . . .  9
     1.98.  Six Year Warrants. . . . . . . . . . . . . . . . . . . . . .  9
     1.99.  Subsequent Distribution Date . . . . . . . . . . . . . . .   10
     1.100. Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . 10
     1.101.  Subsidiary Equity Interest. . . . . . . . . . . . . . . . . 10
     1.102   Surplus Distributions . . . . . . . . . . . . . . . . . . . 10
     1.103.  Three Year Warrants . . . . . . . . . . . . . . . . . . . . 10
     1.104.  Tort Claim. . . . . . . . . . . . . . . . . . . . . . . . . 10
     1.105.  United of Omaha . . . . . . . . . . . . . . . . . . . . . . 10
     1.106.  United of Omaha Claim . . . . . . . . . . . . . . . . . . . 10
     1.107.  United of Omaha Instruments . . . . . . . . . . . . . . . . 10
     1.108.  United of Omaha Secured Notes . . . . . . . . . . . . . . . 10
     1.109.  Unresolved Avoidance Claims . . . . . . . . . . . . . . . . 10
     1.110.  Unsecured Claim . . . . . . . . . . . . . . . . . . . . . . 10
     1.111.  Warrants. . . . . . . . . . . . . . . . . . . . . . . . . . 10
     1.112.  Warrant Distribution Pool . . . . . . . . . . . . . . . . . 11

                                ARTICLE II.

TREATMENT OF ADMINISTRATIVE
EXPENSE CLAIMS AND PRIORITY TAX CLAIMS . . . . . . . . . . . . . . . . . 11
     2.1.    Administrative Expense Claims . . . . . . . . . . . . . . . 11
     2.2.    Professional Compensation and Reimbursement Claims. . . . . 11
     2.3.    Priority Tax Claims . . . . . . . . . . . . . . . . . . . . 11

                               ARTICLE III.

CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS. . . . . . . . . . . . . . 12

                                ARTICLE IV.

TREATMENT OF CLAIMS AND EQUITY INTERESTS . . . . . . . . . . . . . . . . 12
     4.1.    CLASS 1 -- OTHER PRIORITY CLAIMS. . . . . . . . . . . . . . 12
     4.2.    CLASS 2 -- SECURED 1976 IDB CLAIMS. . . . . . . . . . . . . 13
     4.3.    CLASS 3 -- SECURED 1985 IDB CLAIMS. . . . . . . . . . . . . 13
     4.4.    CLASS 4 -- SECURED UNITED OF OMAHA CLAIMS . . . . . . . . . 13
     4.5.    CLASS 5 -- SECURED TAX CLAIMS . . . . . . . . . . . . . . . 14
     4.6.    CLASS 6 -- OTHER SECURED CLAIMS . . . . . . . . . . . . . . 14
     4.7.    CLASS 7 -- CONVENIENCE CLAIMS . . . . . . . . . . . . . . . 15
     4.8.    CLASS 8 -- GENERAL UNSECURED CLAIMS . . . . . . . . . . . . 15
     4.9.    CLASS 9 -- EDISON EQUITY INTERESTS. . . . . . . . . . . . . 15

                                ARTICLE V.

ESTABLISHMENT OF LIMITED LIABILITY
COMPANIES AND FUNDING ESCROW; PENSION PLAN . . . . . . . . . . . . . . . 16
     5.1.    EBS Claims, L.L.C. and EBS Building, L.L.C. . . . . . . . . 16
     5.2.    Funding Escrow. . . . . . . . . . . . . . . . . . . . . . . 17
     5.3.    Pension Plan. . . . . . . . . . . . . . . . . . . . . . . . 18

                                ARTICLE VI.

PROVISIONS REGARDING VOTING AND DISTRIBUTIONS
UNDER THE PLAN AND TREATMENT OF DISPUTED,
CONTINGENT AND UNLIQUIDATED ADMINISTRATIVE
EXPENSE CLAIMS, CLAIMS AND EQUITY INTERESTS. . . . . . . . . . . . . . . 18
     6.1.    Voting of Claims and Equity Interests . . . . . . . . . . . 18
     6.2.    Nonconsensual Confirmation. . . . . . . . . . . . . . . . . 18
     6.3.    Method of Distributions Under the Plan. . . . . . . . . . . 19
     6.4.    General Unsecured Claims. . . . . . . . . . . . . . . . . . 20
     6.5.    Objections to and Resolution of Administrative Expense
             Claims, Claims and Equity Interests . . . . . . . . . . . . 21
     6.6.    Distributions Relating to Allowed Insured Claims. . . . . . 22
     6.7.    Cancellation and Surrender of Existing Securities and
             Agreements. . . . . . . . . . . . . . . . . . . . . . . . . 22
     6.8.    Registration of New Common Stock. . . . . . . . . . . . . . 23
     6.9.    Listing of New Common Stock . . . . . . . . . . . . . . . . 23
     6.10.   Full Recovery for Holders of Allowed General Unsecured
             Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . 23

                               ARTICLE VII.

EXECUTORY CONTRACTS AND UNEXPIRED LEASES . . . . . . . . . . . . . . . . 23
     7.1.    Assumption or Rejection of Executory Contracts and
             Unexpired Leases. . . . . . . . . . . . . . . . . . . . . . 23
     7.2.    Releases. . . . . . . . . . . . . . . . . . . . . . . . . . 25
     7.3.    Indemnification Obligations . . . . . . . . . . . . . . . . 25
     7.4.    Compensation and Benefit Programs . . . . . . . . . . . . . 25
     7.5.    Retiree Benefits. . . . . . . . . . . . . . . . . . . . . . 26

                               ARTICLE VIII.

CONSOLIDATION OF EDISON AND THE SUBSIDIARIES . . . . . . . . . . . . . . 26
     8.1.    Substantive Consolidation . . . . . . . . . . . . . . . . . 26
     8.2.    Merger of Corporate Entities. . . . . . . . . . . . . . . . 26

                                 ARTICLE IX.

PROVISIONS REGARDING CORPORATE GOVERNANCE
AND MANAGEMENT OF THE REORGANIZED DEBTORS. . . . . . . . . . . . . . . . 27
     9.1.    General . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     9.2.    Meetings of Reorganized Edison Stockholders . . . . . . . . 27
     9.3.    Directors and Officers of Reorganized Debtors . . . . . . . 27
     9.4.    Amended Bylaws and Amended Certificates of Incorporation. . 27
     9.5.    Issuance of New Securities. . . . . . . . . . . . . . . . . 28
     9.6.    Adoption of Management Incentive Plan . . . . . . . . . . . 28
     9.7.    Management Restricted Stock Grant and Options on the
             Effective Date. . . . . . . . . . . . . . . . . . . . . . . 28
     9.8.    Employment Contracts. . . . . . . . . . . . . . . . . . . . 28
     9.9.    Retention/Performance Bonuses . . . . . . . . . . . . . . . 28

                                ARTICLE X.

IMPLEMENTATION AND EFFECT OF CONFIRMATION OF PLAN. . . . . . . . . . . . 29
     10.1.   Term of Bankruptcy Injunction or Stays. . . . . . . . . . . 29
     10.2.   Revesting of Assets . . . . . . . . . . . . . . . . . . . . 29
     10.3.   Causes of Action. . . . . . . . . . . . . . . . . . . . . . 29
     10.4.   Discharge of Debtors. . . . . . . . . . . . . . . . . . . . 29
     10.5.   Injunction. . . . . . . . . . . . . . . . . . . . . . . . . 29

                                ARTICLE XI.

EFFECTIVENESS OF THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . 30
     11.1.   Conditions Precedent to Effectiveness . . . . . . . . . . . 30
     11.2.   Effect of Failure of Conditions . . . . . . . . . . . . . . 31
     11.3.   Waiver of Conditions. . . . . . . . . . . . . . . . . . . . 31

                               ARTICLE XII.

RETENTION OF JURISDICTION. . . . . . . . . . . . . . . . . . . . . . . . 31

                               ARTICLE XIII.

MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . 32
     13.1.   Effectuating Documents and Further Transactions . . . . . . 32
     13.2.   Corporate Action. . . . . . . . . . . . . . . . . . . . . . 32
     13.3.   Exemption from Transfer Taxes . . . . . . . . . . . . . . . 33
     13.4.   Injunction Regarding Worthless Stock Deduction. . . . . . . 33
     13.5.   Exculpation . . . . . . . . . . . . . . . . . . . . . . . . 33
     13.6.   Termination of Committees . . . . . . . . . . . . . . . . . 33
     13.7.   Claims Resolution Committee . . . . . . . . . . . . . . . . 33
     13.8.   Post-Confirmation Date Fees and Expenses. . . . . . . . . . 34
     13.9.   Payment of Statutory Fees . . . . . . . . . . . . . . . . . 34
     13.10.  Amendment or Modification of the Plan . . . . . . . . . . . 34
     13.11.  Severability. . . . . . . . . . . . . . . . . . . . . . . . 35
     13.12.  Revocation or Withdrawal of the Plan. . . . . . . . . . . . 35
     13.13.  Binding Effect. . . . . . . . . . . . . . . . . . . . . . . 35
     13.14.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 35
     13.15.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . 36
     13.16.  Withholding and Reporting Requirements. . . . . . . . . . . 36
     13.17.  Plan Supplement . . . . . . . . . . . . . . . . . . . . . . 36
     13.18.  Allocation of Plan Distributions Between Principal and
             Interest. . . . . . . . . . . . . . . . . . . . . . . . . . 36
     13.19.  Headings. . . . . . . . . . . . . . . . . . . . . . . . . . 37
     13.20.  Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . 37
     13.21.  Filing of Additional Documents. . . . . . . . . . . . . . . 37

</TABLE>

<TABLE>
<CAPTION>

                       INDEX OF SCHEDULES AND EXHIBITS


<S>                        <C>
Exhibit A. . . . . . . . . Summary of Terms of Corporate Headquarters Lease

Exhibit B. . . . . . . . . Summary of Terms of 1976 IDB Secured Notes

Exhibit C. . . . . . . . . Summary of Terms of 1985 IDB Secured Notes

Exhibit D. . .  . . . . . .Summary of Terms of New Notes

Exhibit E. .  . . . . . . .Summary of Terms of Six Year Warrants

Exhibit F. . .. . . . . . .Summary of Terms of Three Year Warrants

Exhibit G. . . . . . . . . Summary of Terms of United of Omaha Secured Notes

</TABLE>


                      UNITED STATES BANKRUPTCY COURT
                           DISTRICT OF DELAWARE

---------------------------------------------------------------X
                                           :
In re                                             :    CHAPTER 11
                                                  :
EDISON BROTHERS STORES, INC., et al.,      :    Case No. 95-1354 (PJW)
                                                       :
                  Debtors.                            :    JOINTLY ADMINISTERED
                                           :
---------------------------------------------------------------X



               DEBTORS' AMENDED JOINT PLAN OF REORGANIZATION
                  UNDER CHAPTER 11 OF THE BANKRUPTCY CODE    

          Edison Brothers Stores, Inc. and its 65 affiliate Debtors propose
the following joint plan of reorganization under section 1121(a) of title
11 of the United States Code:


                                     ARTICLE I.

                   DEFINITIONS AND CONSTRUCTION OF TERMS

     Definitions.  As used herein, the following terms have the respective
meanings specified below,  unless the context otherwise requires:

    1.1. Administrative Expense Claim means any right to payment
constituting a cost or expense of administration of any of the Chapter 11
Cases under sections 503(b) and 507(a)(1) of the Bankruptcy Code,
including, without limitation, any actual and necessary costs and expenses
of preserving the estates of the Debtors, any actual and necessary costs
and expenses of operating the business of the Debtors, any indebtedness or
obligations incurred or assumed by the Debtors in Possession in connection
with the conduct of their business, including, without limitation, for the
acquisition or lease of property or an interest in property or the
rendition of services, all compensation and reimbursement of expenses to
the extent Allowed by the Bankruptcy Court under section 330 or 503 of the
Bankruptcy Code, any Administrative Reclamation Claim, and any fees or
charges assessed against the estates of the Debtors under section 1930 of
chapter 123 of title 28 of the United States Code.

    1.2. Administrative Reclamation Claim means any Claim under section
546(c) of the Bankruptcy Code, which, at the election of the holder thereof
pursuant to an order of the Bankruptcy Court dated June 4, 1996, is deemed
an Administrative Expense Claim under the Plan.

     1.3. Allowed means, with reference to any Claim or Equity Interest,
(a) any Claim against or Equity Interest in the Debtors which has been
listed by the Debtors in their Schedules, as such Schedules may be amended
by the Debtors from time to time in accordance with Bankruptcy Rule 1009,
as liquidated in amount and not disputed or contingent and for which no
contrary proof of claim or interest has been filed, (b) any Claim or Equity
Interest allowed hereunder, (c) any Claim or Equity Interest which is not
Disputed, or (d) any Claim or Equity Interest which, if Disputed, (i) as to
which, pursuant to the Plan or a Final Order of the Bankruptcy Court, the
liability of the Debtors and the amount thereof are determined by a final
order of a court of competent jurisdiction other than the Bankruptcy Court,
or (ii) has been Allowed by Final Order; provided, however, that any Claims
or Equity Interests allowed solely for the purpose of voting to accept or
reject the Plan pursuant to an order of the Bankruptcy Court shall not be
considered "Allowed Claims" or "Allowed Equity Interests" hereunder. 
Unless otherwise specified herein or by order of the Bankruptcy Court,
"Allowed Administrative Expense Claim," "Allowed Claim," or "Allowed Equity
Interest" shall not, for purposes of computation of distributions under the
Plan, include interest on such Administrative Expense Claim, Claim or
Equity Interest from and after the Commencement Date.

     1.4. Amended Edison Bylaws means the amended and restated Bylaws of
Reorganized Edison, which shall be in substantially the form contained in
the Plan Supplement.

     1.5. Amended Edison Certificate of Incorporation means the amended and
restated Certificate of Incorporation of Reorganized Edison, which shall be
in substantially the form contained in the Plan Supplement.

     1.6. Avoidance Claims means all fraudulent transfer Causes of Action
under sections 544, 548 and 550 of the Bankruptcy Code or otherwise
applicable state law that one or more of the Debtors or Debtors in
Possession may have in connection with or arising out of D&B Spinoff.

     1.7. Ballot means the form distributed to each holder of an impaired
Claim or Equity Interest on which is to be indicated acceptance or
rejection of the Plan.

     1.8. Bankruptcy Code means title 11 of the United States Code, as
amended from time to time, as applicable to the Chapter 11 Cases.

     1.9. Bankruptcy Court means the United States District Court for the
District of Delaware having jurisdiction over the Chapter 11 Cases and, to
the extent of any reference under section 157 of title 28 of the United
States Code, the unit of such District Court under section 151 of title 28
of the United States Code.

     1.10.     Bankruptcy Rules means the Federal Rules of Bankruptcy
Procedure as promulgated by the United States Supreme Court under section
2075 of title 28 of the United States Code, and any Local Rules of the
Bankruptcy Court.

     1.11.     Business Day means any day other than a Saturday, Sunday or
any other day on which commercial banks in New York, New York are required
or authorized to close by law or executive order.

     1.12.     Cash means legal tender of the United States of America and
equivalents thereof.

     1.13.     Cash Distribution Pool means $119,000,000 (a) plus the sum
of (i) the Pension Plan Proceeds to the extent received by the Debtors
prior to the Effective Date, (ii) the Corporate Headquarters Building
Proceeds to the extent received by the Debtors prior to the Effective Date,
and (iii) the Resolved Avoidance Claims Proceeds, if any, and (b) minus the
LLC Funding Amount.

     1.14.     Causes of Action means, without limitation, any and all
actions, causes of action, liabilities, obligations, rights, suits, debts,
sums of money, damages, judgments, claims and demands whatsoever, whether
known or unknown, in law, equity or otherwise.

     1.15.     Chapter 11 Cases means the cases under chapter 11 of the
Bankruptcy Code commenced by the Debtors, styled In re Edison Brothers
Stores, Inc. et al., Chapter 11 Case No. 95-1354 (PJW), Jointly
Administered, currently pending in the Bankruptcy Court.

     1.16.     Claim has the meaning set forth in section 101 of the
Bankruptcy Code.

     1.17.     Claims Resolution Committee means the committee to be
established pursuant to Section 13.7 of the Plan.

     1.18.     Class means a category of holders of Claims or Equity
Interests as set forth in Article III of the Plan.

     1.19.     Class A Membership Units means 10,000,000 Class A Membership
Units in the EBS Claims, L.L.C. and 10,000,000 Class A Membership Units in
the EBS Building, L.L.C.

     1.20.     Class B Membership Units means 10,000,000 Class B Membership
Units in the EBS Claims, L.L.C. and 10,000,000 Class B Membership Units in
the EBS Building, L.L.C.

     1.21.     Collateral means any property or interest in property of the
estates of the Debtors subject to a Lien to secure the payment or
performance of a Claim, which Lien is not subject to avoidance under the
Bankruptcy Code or otherwise invalid under the Bankruptcy Code or
applicable state law.

     1.22.     Commencement Date means November 3, 1995, the date on which
the Debtors commenced the Chapter 11 Cases.

     1.23.     Confirmation Date means the date on which the Clerk of the
Bankruptcy Court enters the Confirmation Order on the docket.

     1.24.     Confirmation Hearing means the hearing held by the
Bankruptcy Court to consider confirmation of the Plan pursuant to section
1129 of the Bankruptcy Code, as such hearing may be adjourned or continued
from time to time.

     1.25.     Confirmation Order means the order of the Bankruptcy Court
confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

     1.26.     Convenience Claim means any Unsecured Claim in the amount of
$1,000 or less and any Unsecured Claim that is reduced to $1,000 by the
election of the holder thereof on such holder's Ballot.

     1.27.     Corporate Headquarters Building means the Debtors' corporate
headquarters building located at 501 North Broadway in St. Louis, Missouri.

     1.28.     Corporate Headquarters Building Lease means the lease for
the Corporate Headquarters Building between the EBS Building, L.L.C., as
lessor, and Reorganized Edison, as lessee, on the terms and subject to the
conditions described in Exhibit A annexed hereto, which shall be in
substantially the form contained in the Plan Supplement.

     1.29.     Corporate Headquarters Building Proceeds means the Cash
proceeds received by the Debtors or Reorganized Debtors as a consequence of
the sale, sale/leaseback or other disposition of the Corporate Headquarters
Building, net of all costs and expenses incurred by the Debtors or
Reorganized Debtors in connection with such sale, sale/leaseback or other
similar disposition, including, without limitation, all applicable taxes,
brokers' fees, advertising fees, legal fees and filing fees.

     1.30.     Creditors' Committee means the statutory committee of
unsecured creditors appointed in the Chapter 11 Cases pursuant to section
1102 of the Bankruptcy Code.

     1.31.     D&B Spinoff means the June 29, 1995 distribution by Edison
of its 85% equity interest in Dave & Buster's, Inc. (a Missouri
corporation), as a stock dividend, to holders of Edison common stock as of
June 19, 1995 and all related transactions.

     1.32.     Debtors means, collectively, Edison, Edison Brothers Apparel
Stores, Inc., Edison Brothers Shoe Stores, Inc., Edison Paymaster, Inc.,
Edison Brothers Redevelopment Corporation, Edbro Missouri, Edison Alabama
Stores, Inc., Edison Arkansas Stores, Inc., Edison Colorado Stores, Inc.,
Edison Brothers Company, Edison Hawaii Stores, Inc., Edison Illinois
Stores, Inc., Edison Kansas Stores, Inc., Edison Kentucky Stores, Inc.,
Edison Louisiana Stores, Inc., Edison Maryland Stores, Inc., Edison
Massachusetts Stores, Inc., Edison Michigan Stores, Inc., Edison Minnesota
Stores, Inc., Edison Mississippi Stores, Inc., Edison Nebraska Stores,
Inc., Edison New Jersey Stores, Inc., Edison New Mexico Stores, Inc.,
Edison New York Stores, Inc., Edison Ohio Stores, Inc., Edison Oklahoma
Stores, Inc., Edison Oregon Stores, Inc., Edison Pennsylvania Stores, Inc.,
Edison Tennessee Stores, Inc., Edison Texas Stores, Inc., Edison Utah
Stores, Inc., Edbro Ohio Realty, Inc., EBSS-Montana, Inc., EBSS-North
Central, Inc., EBSS-Indiana, Inc., EBSS-Iowa, Inc., EBSS-Kansas, Inc.,
EBSS-Wisconsin, Inc., EBSS-Northeast, Inc., EBSS-South, Inc., EBSS-Mideast,
Inc., EBSS-Michigan, Inc., EBSS-East, Inc., EBSS-Ohio, Inc.,
EBSS-Pennsylvania, Inc., EBSS-Texas, Inc., EBSS-West, Inc., Edison 
Puerto Rico Stores, Inc., Ebscat, Inc., Edison Brothers Mall Entertainment, 
Inc., Horizon Entertainment, Inc., Edison Brothers Stores International, Inc.,
Edisur, Inc., EBS Holdings Corp., Edison Whittier Warehouse, Inc., Edbro
California USG -- 2, Inc., Edbro Missouri USG -- 2, Inc., Edbro California
USG -- 1, Inc., Industrial Design, Inc., Webster Clothes, Inc., Z&Z
Fashions, Ltd., Webster-Rossville, Inc., Time-Out Family Amusement Centers,
Inc., Tofac of Puerto Rico, Inc., Sacha Shoes Ltd. and Mandel's of
California.

     1.33.     Debtors in Possession means the Debtors in their capacity as
debtors in possession in the Chapter 11 Cases pursuant to sections 1101,
1107(a) and 1108 of the Bankruptcy Code.

     1.34.     Disclosure Statement means the disclosure statement relating
to the Plan, including, without limitation, all exhibits and schedules
thereto, as approved by the Bankruptcy Court pursuant to section 1125 of
the Bankruptcy Code.

     1.35.     Disputed means, with reference to any Claim or Equity
Interest, any Claim or Equity Interest proof of which was timely and
properly filed and which has been or hereafter is listed on the Schedules
as unliquidated, disputed or contingent, and in either case or in the case
of an Administrative Expense Claim, any Administrative Expense Claim, Claim
or Equity Interest which is disputed under the Plan or as to which the
Debtors or, if not prohibited by the Plan, any other party in interest has
interposed a timely objection and/or request for estimation in accordance
with section 502(c) of the Bankruptcy Code and Bankruptcy Rule 3018, which
objection and/or request for estimation has not been withdrawn or
determined by a Final Order, and any Claim or Equity Interest proof of
which was required to be filed by order of the Bankruptcy Court but as to
which a proof of claim or interest was not timely or properly filed.

     1.36.     Disputed Claim Amount means the amount set forth in the
proof of claim relating to a Disputed Claim or, if an amount is estimated
in respect of a Disputed Claim in accordance with section 502(c) of the
Bankruptcy Code and Bankruptcy Rule 3018 for purposes of, among other
things, Section 6.4(c)(i) of the Plan, the amount so estimated pursuant to
an order of the Bankruptcy Court.

     1.37.     EBS Building, L.L.C. means the Delaware limited liability
company formed pursuant to the EBS Building LLC Members Agreement.

     1.38.     EBS Building LLC Members Agreement means that certain
Members Agreement to govern EBS Building, L.L.C., which shall be in
substantially the form set forth in the Plan Supplement.

     1.39.     EBS Claims, L.L.C. means the Delaware limited liability
company formed pursuant to the EBS Claims LLC Members Agreement.

     1.40.     EBS Claims LLC Members Agreement means that certain Members
Agreement to govern EBS Claims, L.L.C., which shall be in substantially the
form set forth in the Plan Supplement.

     1.41.     Edbro Missouri means Edbro Missouri Realty Company, Inc., a
Missouri corporation.

     1.42.     Edison means Edison Brothers Stores, Inc., a Delaware
corporation.

     1.43.     Edison Equity Interest means any share of common stock or
other instrument evidencing a present ownership interest in Edison, whether
or not transferable, and any option, warrant or right, contractual or
otherwise, to acquire any such interest.

     1.44.     Effective Date means the first Business Day on which the
conditions specified in Section 11.1 of the Plan have been satisfied or
waived.

     1.45.     Equity Committee means the committee of equity security
holders appointed in the Chapter 11 Cases pursuant to section 1102 of the
Bankruptcy Code.

     1.46.     Equity Interest means any share of common stock or other
instrument evidencing an ownership interest in any of the Debtors, whether
or not transferable, and any option, warrant or right, contractual or
otherwise, to acquire any such interest.

     1.47.     Final Order means an order of the Bankruptcy Court as to
which the time to appeal, petition for certiorari, or move for reargument
or rehearing has expired and as to which no appeal, petition for
certiorari, or other proceedings for reargument or rehearing shall then be
pending or as to which any right to appeal, petition for certiorari,
reargue, or rehear shall have been waived in writing in form and substance
satisfactory to the Debtors or the Reorganized Debtors or, in the event
that an appeal, writ of certiorari, or reargument or rehearing thereof has
been sought, such order of the Bankruptcy Court shall have been determined
by the highest court to which such order was appealed, or certiorari,
reargument or rehearing shall have been denied and the time to take any
further appeal, petition for certiorari or move for reargument or rehearing
shall have expired; provided, however, that the possibility that a motion
under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any
analogous rule under the Bankruptcy Rules, may be filed with respect to
such order shall not cause such order not to be a Final Order.

     1.48.     Funding Escrow means the escrow established pursuant to
Section 5.2 of the Plan and governed by the Funding Escrow Agreement.

     1.49.     Funding Escrow Assets means (a) $16,000,000, (b) the
documents of title to the Funding Escrow Properties, and (c) anything
deposited in or transferred to or earned by the Funding Escrow on or after
the Effective Date; provided, however, that if the Debtors have, prior to
the Effective Date, entered into a contract to sell, sell and lease back or
otherwise dispose of one or more of the Funding Escrow Properties, the Cash
proceeds of such transaction or, if such Cash proceeds have not been
received prior to the Effective Date, the right to receive such Cash
proceeds, shall be transferred into the Funding Escrow in lieu of the
Funding Escrow Property or Funding Escrow Properties disposed of.

     1.50.     Funding Escrow Agent means the escrow agent appointed
pursuant to Section 5.2 of the Plan and the Funding Escrow Agreement.

     1.51.     Funding Escrow Agreement means the escrow agreement
governing the Funding Escrow, which shall be in substantially the form
contained in the Plan Supplement.

     1.52.     Funding Escrow Properties means the following properties
owned by the Debtors:  (a) a parcel of land containing a 13-story building
with accompanying driveways and parking facility located at 400 South 14th
Street, St. Louis, Missouri; (b) a parcel of land containing a five-story
building plus basement comprising the whole of Block 282 of the City of St.
Louis located at 1230 North Second Street, St. Louis, Missouri; (c) a
parcel of land containing a four-story building plus basement located in
Cook County, Illinois at 131-133 South State Street, Chicago, Illinois; (d)
a parcel of land containing approximately 15.02 acres together with a
building thereon containing approximately 309,444 square feet of ground
floor space with accompanying parking facility and truck areas located at
1351 Redmond Road, Rome, Georgia; and (e) a parcel of land in Princeton,
Potaka County, Illinois, containing approximately 41.19 acres together with
a building thereon containing approximately 369,000 square feet of ground
floor space with accompanying parking facility and truck areas located at
U.S. 41 and Highway 100, Princeton, Indiana.

     1.53.     General Unsecured Claim means any Unsecured Claim other than
a Convenience Claim.

     1.54.     IDB Secured Notes means the 1976 IDB Secured Notes and the
1985 IDB Secured Notes.

     1.55.     Initial Distribution Date means the date that is 60 days
subsequent to the Effective Date, or as soon thereafter as is practicable.

     1.56.     Insured Claim means any Claim arising from an incident or
occurrence that is covered under the Debtors' insurance policies.

     1.57.     Lien has the meaning set forth in section 101 of the
Bankruptcy Code.

     1.58.     LLC Funding Amount means an amount determined in the sole
discretion of the Creditors' Committee and specified in a writing provided
to the Debtors by no later than 10 days prior to the date of the
Confirmation Hearing; provided, however, that such amount shall in no event
be greater than $119,000,000.

     1.59.     Management Incentive Plan means the management incentive
compensation plan substantially in the form contained in the Plan
Supplement.

     1.60.     Management Options shall have the meaning set forth in
Section 9.7 of the Plan.

     1.61.     Mercantile means Mercantile Bank of St. Louis, National
Association.

     1.62.     1976 IDB Claim means any Claim against Edbro Missouri or
Edison arising under or relating to the 1976 IDB Related Instruments.

     1.63.     1985 IDB Claim means any Claim against Edbro Missouri or
Edison arising under or relating to the 1985 IDB Related Instruments.

     1.64.     1976 IDB Related Instruments means (a) the Agreement of
Lease and Option to Purchase, dated December 15, 1976, between the city of
Washington, Missouri and Edbro Missouri, (b) the Guaranty Agreement, dated
December 15, 1976, between the city of Washington, Missouri and Edison, (c)
the Guaranty Agreement, dated June 6, 1977, between the city of Washington,
Missouri and Edison, (d) the First Amendment of Lease and Option to
Purchase, dated June 6, 1977, by and between the city of Washington,
Missouri, as Lessor, and Edbro Missouri, as Lessee, (e) the General
Warranty Deed, dated July 6, 1977, by and between Edbro Missouri, as
Grantor, and the city of Washington, Missouri, as Grantee, and (f) any of
the documents and instruments relating to the foregoing documents and
instruments, as amended, supplemented or modified as of the date hereof.

     1.65.     1985 IDB Related Instruments means (a) the Amended Lease
Agreement, dated November 15, 1985, between the city of Washington,
Missouri and Edbro Missouri, (b) the Amendment to Amended Lease Agreement,
dated November 28, 1994, between the city of Washington, Missouri and Edbro
Missouri, (c) the Indenture of Trust, dated November 15, 1985, between the
city of Washington, Missouri and Mercantile, (d) the Bank Agreement, dated
November 15, 1985, between Edison and Mercantile, (e) the Guarantee, dated
November 15, 1985, among the city of Washington, Missouri, Mercantile and
Edison, (f) the Bond Purchase Agreement, dated November 15, 1985, among the
city of Washington, Missouri, Mercantile and Edbro Missouri, (g) the
General Warranty Deed, dated November 28, 1994, by and between Edbro
Missouri, as Grantor, and the city of Washington, Missouri, as Grantee, and
(h) any of the documents and instruments relating to the foregoing
documents and instruments, as amended, supplemented or modified as of the
date hereof.

     1.66.     1976 IDB Secured Notes means the promissory notes authorized
and to be issued pursuant to the Plan on the terms and subject to the
conditions described in Exhibit B annexed hereto.

     1.67.     1985 IDB Secured Notes means the promissory notes authorized
and to be issued pursuant to the Plan on the terms and subject to the
conditions described in Exhibit C annexed hereto.

     1.68.     New Common Stock means the common stock of Reorganized
Edison authorized and to be issued pursuant to the Plan.  The New Common
Stock shall have a par value of $.01 per share and such rights with respect
to dividends, liquidation, voting and other matters as are provided for by
applicable nonbankruptcy law or in the Amended Edison Certificate of
Incorporation and the Amended Edison Bylaws.

     1.69.     New Common Stock Distribution Pool means 10,000,000 shares
of New Common Stock.

     1.70.     New Notes means the promissory notes authorized and to be
issued pursuant to the Plan on the terms and subject to the conditions
described in Exhibit D annexed hereto.

     1.71.     New Notes Distribution Amount means $100,000,000 in
principal amount of New Notes.

     1.72.     New Notes Indentures means the trust indenture and
supplemental trust indenture between Reorganized Edison, as issuer, and the
indenture trustee, which shall be in substantially the form contained in
the Plan Supplement.

     1.73.     Other Priority Claim means any Claim, other than an
Administrative Expense Claim or a Priority Tax Claim, entitled to priority
in right of payment under section 507(a) of the Bankruptcy Code.

     1.74.     Other Secured Claim means any Secured Claim, other than a
Secured 1976 IDB Claim, a Secured 1985 IDB Claim, a Secured United of Omaha
Claim or a Secured Tax Claim.

     1.75.     Pension Plan means the Edison Brothers Stores Pension Plan,
as the same may have been or may be amended, modified, revised or restated.

     1.76.     Pension Plan Payment Date means the date upon which there is
a final distribution of assets from the Pension Plan.

     1.77.     Pension Plan Proceeds means the Cash proceeds received by
the Debtors or Reorganized Debtors as a consequence of the termination of
the Pension Plan, net of (a) the Pension Plan assets transferred to a
qualified replacement pension plan within the meaning of section 4980(d)(2)
of the Internal Revenue Code (which assets in excess of accrued benefits
are not to exceed the statutory minimum required to limit excise taxes
relating to the termination of the Pension Plan to 20%), (b) all costs,
fees and expenses incurred or for which a reserve is established in
connection with, arising from or related to such termination and the
establishment of a replacement pension plan, and (c) all applicable taxes
incurred or for which a reserve is established in connection with, arising
from or related to the termination of the Pension Plan, including, without
limitation, income and excise taxes.

     1.78.     Plan means this chapter 11 plan of reorganization,
including, without limitation, the Plan Supplement and all exhibits,
supplements, appendices and schedules hereto, either in its present form or
as the same may be altered, amended or modified from time to time.

     1.79.     Plan Supplement means the forms of documents specified in
Section 13.17 of the Plan.

     1.80.     Priority Tax Claim means any Claim of a governmental unit of
the kind specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.
     1.81.     Pro Rata Share means a proportionate share, so that the
ratio of the consideration distributed on account of an Allowed Claim or
Allowed Equity Interest in a Class to the amount of such Allowed Claim or
Allowed Equity Interest is the same as the ratio of the amount of the
consideration distributed on account of all Allowed Claims or Allowed
Equity Interests in such Class to the amount of all Allowed Claims or
Allowed Equity Interests in such Class.

     1.82.     Quarter means the period beginning on the Effective Date and
ending on the next of October 31, January 31, April 30 and July 31, and
each three month period thereafter.

     1.83.     Record Date means the day that is five days from and after
the Confirmation Date.

     1.84.     Registration Rights Agreement means a registration rights
agreement to be entered into pursuant to Section 6.8 of the Plan between
Reorganized Edison and any person or entity entitled to become a party to
such registration rights agreement under Section 6.8 of the Plan, which
shall be in substantially the form contained in the Plan Supplement.

     1.85.     Reorganized Debtors means Reorganized Edison and each of the
Reorganized Subsidiaries.

     1.86.     Reorganized Edison means Edison, or any successor thereto by
merger, consolidation or otherwise, on and after the Effective Date.

     1.87.     Reorganized Subsidiaries means each of the Subsidiaries, or
any successors thereto by merger, consolidation or otherwise, on and after
the Effective Date.

     1.88.     Reserve shall have the meaning set forth in
Section 6.4(c)(i) of the Plan.

     1.89.     Restricted Stock shall have the meaning set forth in Section
9.7 of the Plan.

     1.90.     Resolved Avoidance Claims means all Avoidance Claims that
are, prior to the Effective Date, the subject of a compromise and
settlement approved pursuant to Bankruptcy Rule 9019 by Final Order or
otherwise resolved, discontinued, abandoned or dismissed.

     1.91.     Resolved Avoidance Claims Proceeds means the Cash proceeds
received by the Debtors or Reorganized Debtors as a consequence of the
Resolved Avoidance Claims.

     1.92.     Schedules means the schedules of assets and liabilities, the
list of holders of Equity Interests, and the statements of financial
affairs filed by the Debtors under section 521 of the Bankruptcy Code and
Bankruptcy Rule 1007, and all amendments and modifications thereto through
the Confirmation Date.

     1.93.     Secured Claim means any Claim, to the extent reflected in
the Schedules or a proof of claim as a Secured Claim, which is secured by a
Lien on Collateral to the extent of the value of such Collateral, as
determined in accordance with section 506(a) of the Bankruptcy Code, or, in
the event that such Claim is subject to setoff under section 553 of the
Bankruptcy Code, to the extent of such setoff.

     1.94.     Secured 1976 IDB Claim means any 1976 IDB Claim to the
extent such Claim is a Secured Claim.

     1.95.     Secured 1985 IDB Claim means any 1985 IDB Claim to the
extent such Claim is a Secured Claim.

     1.96.     Secured Tax Claim means any Secured Claim which, absent its
secured status, would be entitled to priority in right of payment under
section 507(a)(8) of the Bankruptcy Code.

     1.97.     Secured United of Omaha Claim means any United of Omaha
Claim to the extent such Claim is a Secured Claim.

     1.98.     Six Year Warrants means warrants to purchase New Common
Stock, on the terms and subject to the conditions described in Exhibit E
annexed hereto, to be distributed to the holders of Allowed Edison Equity
Interests pursuant to Section 4.9 of the Plan.

     1.99.     Subsequent Distribution Date means the twentieth day after
the end of the Quarter following the Quarter in which the Initial
Distribution Date occurs and the twentieth day after the end of each
subsequent Quarter; provided, however, that solely for purposes of Sections
4.8(b)(ii) and 6.4(d) of the Plan, the first and second Subsequent
Distribution Date shall occur on the twentieth day after the end of the
second and fourth Quarters, respectively, following the Quarter in which
the Initial Distribution Date occurs.

     1.100.    Subsidiary means any Debtor of which Edison owns directly or
indirectly all of the outstanding capital stock.

     1.101.    Subsidiary Equity Interest means any share of common stock
or other instrument evidencing a present ownership interest in any of the
Subsidiaries, whether or not transferable, and any option, warrant or
right, contractual or otherwise, to acquire any such interest.

     1.102.    Surplus Distributions shall have the meaning set forth in
Section 6.4(d) of the Plan.

     1.103.    Three Year Warrants means warrants to purchase New Common
Stock, on the terms and subject to the conditions described in Exhibit F
annexed hereto, to be distributed to the holders of Allowed Edison Equity
Interests pursuant to Section 4.9 of the Plan.

     1.104.    Tort Claim means any Claim relating to personal injury,
property damage or products liability or other similar Claim asserted
against any of the Debtors that has not been compromised and settled or
otherwise resolved.

     1.105.    United of Omaha means United of Omaha Life Insurance
Company.

     1.106.    United of Omaha Claim means any Claim against Edison arising
under or relating to the United of Omaha Instruments to the extent such
instruments constitute financing transactions rather than true leases.

     1.107.    United of Omaha Instruments means (a) Lease Agreement No.
EBS-101, dated September 30, 1989, between Edison and Parctec, Inc., (b)
all schedules executed from time to time by Edison and Parctec, Inc.
pursuant to Lease Agreement No. EBS-101, including, without limitation, the
schedules assigned to United of Omaha, and (c) any of the documents and
instruments relating to the foregoing documents and instruments, as
amended, supplemented, or modified as of the date hereof; provided,
however, that any reference to documents as "leases" in this Section 1.106
shall not constitute an admission or concession that such documents are
leases or that the transactions relating to such documents are leasing
transactions.

     1.108.    United of Omaha Secured Notes means the promissory notes
authorized and to be issued pursuant to the Plan on the terms and subject
to the conditions described in Exhibit G annexed hereto.

     1.109.    Unresolved Avoidance Claims means all Avoidance Claims that
are not, prior to the Effective Date, the subject of a compromise and
settlement approved pursuant to Bankruptcy Rule 9019 by Final Order or
otherwise resolved, discontinued, abandoned or dismissed.

     1.110.    Unsecured Claim means any Claim that is not a Secured Claim,
Administrative Expense Claim, Priority Tax Claim or Other Priority Claim.

     1.111.    Warrants means the Three Year Warrants and the Six Year
Warrants.

     1.112.    Warrant Distribution Pool means approximately 416,667 Three
Year Warrants and approximately 548,246 Six Year Warrants.

     Interpretation; Application of Definitions and Rules of Construction. 
Wherever from the context it appears appropriate, each term stated in
either the singular or the plural shall include both the singular and the
plural and pronouns stated in the masculine, feminine or neuter gender
shall include the masculine, feminine and neuter.  Unless otherwise
specified, all section, article, schedule or exhibit references in the Plan
are to the respective Section in, Article of, Schedule to, or Exhibit to,
the Plan.  The words "herein," "hereof," "hereto," "hereunder" and other
words of similar import refer to the Plan as a whole and not to any
particular section, subsection or clause contained in the Plan.  The rules
of construction contained in section 102 of the Bankruptcy Code shall apply
to the construction of the Plan.  A term used herein that is not defined
herein, but that is used in the Bankruptcy Code, shall have the meaning
ascribed to that term in the Bankruptcy Code.  The headings in the Plan are
for convenience of reference only and shall not limit or otherwise affect
the provisions of the Plan.
                                ARTICLE II.

                        TREATMENT OF ADMINISTRATIVE
                  EXPENSE CLAIMS AND PRIORITY TAX CLAIMS

     2.1. Administrative Expense Claims.  Except to the extent that any
entity entitled to payment of any Allowed Administrative Expense Claim
agrees to a different treatment, each holder of an Allowed Administrative
Expense Claim shall receive Cash in an amount equal to such Allowed
Administrative Expense Claim on the later of the Effective Date and the
date such Administrative Expense Claim becomes an Allowed Administrative
Expense Claim, or as soon thereafter as is practicable; provided, however,
that Allowed Administrative Expense Claims representing liabilities
incurred in the ordinary course of business by the Debtors in Possession or
liabilities arising under loans or advances to or other obligations
incurred by the Debtors in Possession, to the extent authorized and
approved by the Bankruptcy Court if such authorization and approval was
required under the Bankruptcy Code, shall be paid in full and performed by
the Reorganized Debtors in the ordinary course of business in accordance
with the terms and subject to the conditions of any agreements governing,
instruments evidencing or other documents relating to, such transactions.

     2.2. Professional Compensation and Reimbursement Claims.  All entities
seeking an award by the Bankruptcy Court of compensation for services
rendered or reimbursement of expenses incurred through and including the
Confirmation Date under sections 503(b)(2), 503(b)(3), 503(b)(4) or
503(b)(5) of the Bankruptcy Code (a) shall file their respective final
applications for allowances of compensation for services rendered and
reimbursement of expenses incurred through the Confirmation Date by the
date that is 60 days after the Effective Date or such other date as may be
fixed by the Bankruptcy Court and, (b) if granted such an award by the
Bankruptcy Court, shall be paid in full in such amounts as are Allowed by
the Bankruptcy Court (i) on the date such Administrative Expense Claim
becomes an Allowed Administrative Expense Claim, or as soon thereafter as
is practicable or (ii) upon such other terms as may be mutually agreed upon
between such holder of an Administrative Expense Claim and the Debtors in
Possession or, on and after the Effective Date, the Reorganized Debtors.

     2.3. Priority Tax Claims.  Except to the extent that a holder of an
Allowed Priority Tax Claim has been paid by the Debtors prior to the
Effective Date or agrees to a different treatment, each holder of an
Allowed Priority Tax Claim shall receive, at the sole option of Reorganized
Edison, (a) Cash in an amount equal to such Allowed Priority Tax Claim on
the later of the Effective Date and the date such Priority Tax Claim
becomes an Allowed Priority Tax Claim, or as soon thereafter as is
practicable, or (b) equal annual Cash payments in an aggregate amount equal
to such Allowed Priority Tax Claim, together with interest at a fixed
annual rate equal to 8.25%, over a period through the sixth anniversary of
the date of assessment of such Allowed Priority Tax Claim, or upon such
other terms determined by the Bankruptcy Court to provide the holder of
such Allowed Priority Tax Claim deferred Cash payments having a value, as
of the Effective Date, equal to such Allowed Priority Tax Claim.

                               ARTICLE III.

               CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

Claims, other than Administrative Expense Claims and Priority Tax Claims,
and Equity Interests are classified for all purposes, including voting,
confirmation and distribution pursuant to the Plan, as follows:

<TABLE>
<CAPTION>

Class                                                                Status

<S>                                                                <C>
Class 1 -- Other Priority Claims . . . . . . . . . . . . . . . . . Unimpaired

Class 2 -- Secured 1976 IDB Claims . . . . . . . . . . . . . . . . Impaired

Class 3 -- Secured 1985 IDB Claims . . . . . . . . . . . . . . . . Impaired

Class 4 -- Secured United of Omaha Claims. . . . . . . . . . . . . Impaired

Class 5 -- Secured Tax Claims. . . . . . . . . . . . . . . . . . . Impaired

Class 6 -- Other Secured Claims. . . . . . . . . . . . . . . . . . Unimpaired

Class 7 -- Convenience Claims. . . . . . . . . . . . . . . . . . . Impaired

Class 8 -- General Unsecured Claims. . . . . . . . . . . . . . . . Impaired

Class 9 -- Edison Equity Interests . . . . . . . . . . . . . . . . Impaired

</TABLE>



                                ARTICLE IV.

                 TREATMENT OF CLAIMS AND EQUITY INTERESTS

     4.1. CLASS 1 -- OTHER PRIORITY CLAIMS.

     (a)  Impairment and Voting.  Class 1 is unimpaired by the Plan.  Each
holder of an Allowed Other Priority Claim is conclusively presumed to have
accepted the Plan and is not entitled to vote to accept or reject the Plan.

     (b)  Distributions.  Each holder of an Allowed Other Priority Claim
shall receive Cash in an amount equal to such Allowed Other Priority Claim
on the later of the Effective Date and the date such Allowed Other Priority
Claim becomes an Allowed Other Priority Claim, or as soon thereafter as is
practicable.

     4.2. CLASS 2 -- SECURED 1976 IDB CLAIMS.

     (a)  Impairment and Voting.  Class 2 is impaired by the Plan.  Each
holder of an Allowed Secured 1976 IDB Claim is entitled to vote to accept
or reject the Plan.
     (b)  Distributions.  Each holder of an Allowed Secured 1976 IDB Claim
shall receive a 1976 IDB Secured Note in the principal amount equal to its
Allowed Secured 1976 IDB Claim on the later of the Effective Date and the
date such Allowed Secured 1976 IDB Claim becomes an Allowed Secured 1976
IDB Claim, or as soon thereafter as is practicable.

     (c)  Retention of Liens.  Each holder of an Allowed Secured 1976 IDB
Claim shall retain the Liens securing its Allowed Secured 1976 IDB Claim as
of the Effective Date to the extent of the obligations of Reorganized
Edison under the 1976 IDB Secured Notes issued to the holders of Allowed
Secured 1976 IDB Claims.

     4.3. CLASS 3 -- SECURED 1985 IDB CLAIMS.

     (a)  Impairment and Voting.  Class 3 is impaired by the Plan.  Each
holder of an Allowed Secured 1985 IDB Claim is entitled to vote to accept
or reject the Plan.

     (b)  Distributions.  Each holder of an Allowed Secured 1985 IDB Claim
shall receive a 1985 IDB Secured Note in the principal amount equal to its
Allowed Secured 1985 IDB Claim on the later of the Effective Date and the
date such Allowed Secured 1985 IDB Claim becomes an Allowed Secured 1985
IDB Claim, or as soon thereafter as is practicable.

     (c)  Retention of Liens.  Each holder of an Allowed Secured 1985 IDB
Claim shall retain the Liens securing its Allowed Secured 1985 IDB Claim as
of the Effective Date to the extent of the obligations of Reorganized
Edison under the 1985 IDB Secured Notes issued to the holders of Allowed
Secured 1985 IDB Claims.

     4.4. CLASS 4 -- SECURED UNITED OF OMAHA CLAIMS.

     (a)  Impairment and Voting.  Class 4 is impaired by the Plan.  Each
holder of an Allowed Secured United of Omaha Claim is entitled to vote to
accept or reject the Plan.

     (b)  Distributions.  Except to the extent that a holder of an Allowed
Secured United of Omaha Claim agrees to a different treatment, at the sole
option of Reorganized Edison, (i) each holder of an Allowed Secured United
of Omaha Claim shall receive a United of Omaha Secured Note in the
principal amount equal to its Allowed Secured United of Omaha Claim on the
later of the Effective Date and the date such Allowed Secured United of
Omaha Claim becomes an Allowed Secured United of Omaha Claim, or as soon
thereafter as is practicable, and each holder of an Allowed Secured United
of Omaha Claim shall retain the Liens securing its Allowed Secured United
of Omaha Claim as of the Effective Date to the extent of the obligations of
Reorganized Edison under the United of Omaha Secured Notes issued to the
holders of Allowed Secured United of Omaha Claims, (ii) each holder of an
Allowed Secured United of Omaha Claim shall receive Cash in an amount equal
to such Allowed Secured United of Omaha Claim, including any interest on
such Allowed Secured United of Omaha Claim required to be paid pursuant to
section 506(b) of the Bankruptcy Code, on the later of the Effective Date
and the date such Allowed Secured United of Omaha Claim becomes an Allowed
Secured United of Omaha Claim, or as soon thereafter as is practicable, or
(iii) each holder of an Allowed Secured United of Omaha Claim shall receive
the Collateral securing its Allowed Secured United of Omaha Claim in full
and complete satisfaction of such Allowed Secured United of Omaha Claim on
the later of the Effective Date and the date such Allowed Secured United of
Omaha Claim becomes an Allowed Secured United of Omaha Claim, or as soon
thereafter as is practicable.

     (c)  Retention of Liens.  Each holder of an Allowed Secured United of
Omaha Claim shall retain the Liens securing its Allowed Secured United of
Omaha Claim as of the Effective Date to the extent of the obligations of
Reorganized Edison under the United of Omaha Secured Notes issued to the
holders of Allowed Secured United of Omaha Claims.

     4.5. CLASS 5 -- SECURED TAX CLAIMS.

     (a)  Impairment and Voting.  Class 5 is impaired by the Plan.  Each
holder of an Allowed Secured Tax Claim is entitled to vote to accept or
reject the Plan.

     (b)  Distributions.  Except to the extent that a holder of an Allowed
Secured Tax Claim has been paid by the Debtors prior to the Effective Date
or agrees to a different treatment, each holder of an Allowed Secured Tax
Claim shall receive, at the sole option of Reorganized Edison, (i) Cash in
an amount equal to such Allowed Secured Tax Claim, including any interest
on such Allowed Secured Tax Claim required to be paid pursuant to section
506(b) of the Bankruptcy Code, on the later of the Effective Date and the
date such Allowed Secured Tax Claim becomes an Allowed Secured Tax Claim,
or as soon thereafter as is practicable, or (ii) equal annual Cash payments
in an aggregate amount equal to such Allowed Secured Tax Claim, together
with interest at a fixed annual rate equal to 8.25%, over a period through
the sixth anniversary of the date of assessment of such Allowed Secured Tax
Claim, or upon such other terms determined by the Bankruptcy Court to
provide the holder of such Allowed Secured Tax Claim deferred Cash payments
having a value, as of the Effective Date, equal to such Allowed Secured Tax
Claim.

     (c)  Retention of Liens.  Each holder of an Allowed Secured Tax Claim
shall retain the Liens (or replacement Liens as may be contemplated under
nonbankruptcy law) securing its Allowed Secured Tax Claim as of the
Effective Date until full and final payment of such Allowed Secured Tax
Claim is made as provided herein, and upon such full and final payment,
such Liens shall be deemed null and void and shall be unenforceable for all
purposes.
     4.6. CLASS 6 -- OTHER SECURED CLAIMS.

     (a)  Impairment and Voting.  Class 6 is unimpaired by the Plan.  Each
holder of an Allowed Other Secured Claim is conclusively presumed to have
accepted the Plan and is not entitled to vote to accept or reject the Plan.

     (b)  Distributions/Reinstatement of Claims.  Except to the extent that
a holder of an Allowed Other Secured Claim agrees to a different treatment,
at the sole option of Reorganized Edison, (i) each Allowed Other Secured
Claim shall be reinstated and rendered unimpaired in accordance with
section 1124(2) of the Bankruptcy Code, notwithstanding any contractual
provision or applicable nonbankruptcy law that entitles the holder of an
Allowed Other Secured Claim to demand or receive payment of such Allowed
Other Secured Claim prior to the stated maturity of such Allowed Other
Secured Claim from and after the occurrence of a default, (ii) each holder
of an Allowed Other Secured Claim shall receive Cash in an amount equal to
such Allowed Other Secured Claim, including any interest on such Allowed
Other Secured Claim required to be paid pursuant to section 506(b) of the
Bankruptcy Code, on the later of the Effective Date and the date such
Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as
soon thereafter as is practicable, or (iii) each holder of an Allowed Other
Secured Claim shall receive the Collateral securing its Allowed Other
Secured Claim and any interest on such Allowed Other Secured Claim required
to be paid pursuant to section 506(b) of the Bankruptcy Code, in full and
complete satisfaction of such Allowed Other Secured Claim on the later of
the Effective Date and the date such Allowed Other Secured Claim becomes an
Allowed Other Secured Claim, or as soon thereafter as is practicable.

     4.7. CLASS 7 -- CONVENIENCE CLAIMS.

     (a)  Impairment and Voting.  Class 7 is impaired by the Plan.  Each
holder of an Allowed Convenience Claim is entitled to vote to accept or
reject the Plan.

     (b)  Distributions.  Each holder of an Allowed Convenience Claim as of
the Record Date shall receive Cash in an amount equal to 100% of such
Allowed Convenience Claim on the later of the Effective Date and the date
such Allowed Convenience Claim becomes an Allowed Convenience Claim, or as
soon thereafter as is practicable.

     4.8. CLASS 8 -- GENERAL UNSECURED CLAIMS.

     (a)  Impairment and Voting.  Class 8 is impaired by the Plan.  Each
holder of an Allowed General Unsecured Claim is entitled to vote to accept
or reject the Plan.

     (b)  Distributions.

          (i)  On the Initial Distribution Date or as soon thereafter as is
     practicable, each holder of an Allowed General Unsecured Claim as of
     the Record Date shall receive a Pro Rata Share of (a) the Cash
     Distribution Pool less the amount of Cash in the Reserve, (b) the New
     Notes Distribution Amount less the aggregate principal amount of New
     Notes in the Reserve, (c) the New Common Stock Distribution Pool less
     the number of shares of New Common Stock in the Reserve, and (d)
     subject to Section 5.1(c) of the Plan and in accordance with Section
     6.4(b) of the Plan, the Class A Membership Units, plus any interest
     required to be paid pursuant to Section 6.4(a) of the Plan.

          (ii) On each Subsequent Distribution Date, each holder of an
     Allowed General Unsecured Claim as of the Record Date shall receive a
     Pro Rata Share of the amount of Cash, New Notes, New Common Stock and
     Class A Membership Units in the Surplus Distributions.

     4.9. CLASS 9 -- EDISON EQUITY INTERESTS.

     (a)  Impairment and Voting.  Class 9 is impaired by the Plan.  Each
holder of an Allowed Edison Equity Interest is entitled to vote to accept
or reject the Plan.

     (b)  Distributions.  Each holder of an Allowed Edison Equity Interest
as of the Record Date shall receive a Pro Rata Share of the Three Year
Warrants and the Six Year Warrants in the Warrant Distribution Pool on the
later of the Initial Distribution Date and the date such Allowed Edison
Equity Interest becomes an Allowed Edison Equity Interest, or as soon
thereafter as is practicable.

                                ARTICLE V.

                    ESTABLISHMENT OF LIMITED LIABILITY
                COMPANIES AND FUNDING ESCROW; PENSION PLAN

     5.1. EBS Claims, L.L.C. and EBS Building, L.L.C.

     (a)  Creation.  Subject to Section 5.1(c) of the Plan, prior to the
Effective Date, the EBS Claims, L.L.C. shall be established pursuant to the
EBS Claims LLC Members Agreement and the Plan.  Prior to the Effective
Date, the EBS Building, L.L.C. shall be established pursuant to the EBS
Building LLC Members Agreement and the Plan.

     (b)  Transfer of Certain Assets to the LLCs.

          (i)  Subject to Section 5.1(c) of the Plan, on the Effective
     Date, the Debtors and the Reorganized Debtors shall transfer to the
     EBS Claims, L.L.C. all of their right, title and interest in and to
     (a) the Unresolved Avoidance Claims and (b) the right to receive the
     Pension Plan Proceeds from the Reorganized Debtors within five days
     after the Pension Plan Payment Date.  The EBS Claims, L.L.C. shall be
     appointed the representative of the Debtors' estates for the purpose
     of retaining and enforcing the Unresolved Avoidance Claims in
     accordance with section 1123(b)(3)(B) of the Bankruptcy Code and the
     EBS Claims LLC Members Agreement.

          (ii) Subject to Section 5.1(c) of the Plan, on the Effective
     Date, the Debtors and the Reorganized Debtors will transfer to the EBS
     Building, L.L.C.:  (a) the right to receive the Corporate Headquarters
     Building Proceeds if the Debtors or Reorganized Debtors have, as of
     the Effective Date, entered into a contract to sell, sell and lease
     back or otherwise dispose of the Corporate Headquarters Building and
     all of the Corporate Headquarters Building Proceeds have not been
     received by the Debtors prior to the Effective Date; provided,
     however, that if such contract does not thereafter result in the sale
     or other disposition contemplated, the Debtors shall transfer the
     Corporate Headquarters Building to the EBS Building, L.L.C., or (b) if
     no such contract to sell, sell and lease back or otherwise dispose of
     the Corporate Headquarters Building has been entered into as of the
     Effective Date, the Corporate Headquarters Building.

     (c)  Exceptions to Transfers.  If prior to the Effective Date, the
Debtors have received the Pension Plan Proceeds, then the Pension Plan
Proceeds shall be added to the Cash Distribution Pool pursuant to Section
1.13 hereof.  If in accordance with the preceding sentence, the Pension
Plan Proceeds are added to the Cash Distribution Pool, and if there are no
Unresolved Avoidance Claims as of the Effective Date and the Resolved
Avoidance Claims Proceeds have been added to the Cash Distribution Pool in
accordance with Section 1.13 hereof, then the EBS Claims, L.L.C. shall be
terminated.  If prior to the Effective Date, the Debtors receive the
Corporate Headquarters Building Proceeds and the Corporate Headquarters
Building Proceeds have been added to the Cash Distribution Pool pursuant to
Section 1.13 hereof, the EBS Building, L.L.C. shall be terminated.

     (d)  Funding of the LLCs.  On the Effective Date, the Debtors or
Reorganized Debtors shall transfer to the EBS Claims, L.L.C. and the EBS
Building, L.L.C. the LLC Funding Amount in the respective amounts
designated to the Debtors by the Creditors' Committee, in writing, within
10 days prior to the Confirmation Date.

     (e)  Corporate Headquarters Building Lease.  Subject to Section 5.1(c)
of the Plan, on the Effective Date, the EBS Building, L.L.C., as lessor,
and Reorganized Edison, as lessee, shall enter into the Corporate
Headquarters Building Lease.

     (f)  Indemnification.  Except with respect to any Unresolved Avoidance
Claims that the EBS Claims, L.L.C. may have against present or former
officers, directors or employees of the Debtors in their capacities other
than as present or former officers, directors or employees, the EBS Claims,
L.L.C. and the EBS Building, L.L.C. shall indemnify, defend and hold
harmless the Reorganized Debtors and their present or former officers,
directors and employees from and against any losses, claims, damages,
liabilities and actions arising from or relating to the EBS Claims, L.L.C.
(including, without limitation, any actions taken or proceedings commenced
by the EBS Claims, L.L.C.) and the EBS Building, L.L.C.

     5.2. Funding Escrow.

     (a)  Creation of the Funding Escrow.  On the Effective Date, pursuant
to section 1123(b)(3)(B) of the Bankruptcy Code, the Funding Escrow shall
be created and governed by the Funding Escrow Agreement for the benefit of
the Reorganized Debtors and holders of New Notes.

     (b)  Funding Escrow Assets.  On the Effective Date, Reorganized Edison
shall enter into the Funding Escrow Agreement and deposit the Funding
Escrow Assets in the Funding Escrow for the purpose of "prefunding" the
interest payments required to be made by Reorganized Edison under the New
Notes through and including July 31, 2000.  Pursuant to the Funding Escrow
Agreement, Reorganized Edison shall (i) have the right in its sole
discretion to direct the Funding Escrow Agent to transfer to Reorganized
Edison Cash from the Funding Escrow in amounts necessary to pay the
interest payments required under the New Notes through and including July
31, 2000, (ii) have the right in its sole discretion to direct the Funding
Escrow Agent to sell, sell and lease back or otherwise dispose of the
Funding Escrow Properties and retain the proceeds therefrom in the Funding
Escrow, (iii) have the right to use of the Funding Escrow Properties for no
cost at all times during the existence of the Funding Escrow, unless and
until the Funding Escrow Properties are sold, sold and leased back or
otherwise disposed of pursuant to this Section 5.2(b) of the Plan and the
Funding Escrow Agreement, (iv) be required to pay the taxes relating to and
operating costs of the Funding Escrow Properties, unless and until the
Funding Escrow Properties are sold, sold and leased back or otherwise
disposed of pursuant to this Section 5.2(b) of the Plan and the Funding
Escrow Agreement, and (v) have the right in its sole discretion to
substitute $14,000,000 in Cash for the Funding Escrow Properties at any
time during the existence of the Funding Escrow, unless and until the
Funding Escrow Properties are sold, sold and leased back or otherwise
disposed of pursuant to this Section 5.2(b) of the Plan and the Funding
Escrow Agreement; provided, however, that if the Debtors have, prior to the
Effective Date, entered into a contract to sell, sell and lease back or
otherwise dispose of one or more of the Funding Escrow Properties, the Cash
proceeds of such transaction or, if such Cash proceeds have not been
received prior to the Effective Date, the right to receive such Cash
proceeds, shall be transferred into the Funding Escrow pursuant to Section
1.46 of the Plan and the amount of Cash that Reorganized Edison may
substitute for the Funding Escrow Properties ($14,000,000) shall be reduced
by the Cash proceeds of such transaction or transactions.  Provided that
all interest payments required under the New Notes have been paid by
Reorganized Edison through and including July 31, 2000, any funds in the
Funding Escrow that have not been distributed and the Funding Escrow
Properties that have not been sold or otherwise disposed of by the Funding
Escrow Agent on or before August 1, 2000, shall be returned to Reorganized
Edison by the Funding Escrow Agent free and clear of all claims, liens,
encumbrances and contractually imposed restrictions arising under or
related to the Funding Escrow Agreement and the Plan and any documents or
instruments relating thereto.

     (c)  Funding Escrow Agent.  The Funding Escrow Agent shall be
appointed by the Debtors by no later than 10 days prior to the date of the
Confirmation Hearing.  The name of the person appointed in that capacity
shall be disclosed at or prior to the Confirmation Hearing.  The Funding
Escrow Agent shall serve for the duration of the Funding Escrow subject to
his or her earlier death, resignation, incapacity or removal as provided in
the Funding Escrow Agreement.

     (d)  Powers of Funding Escrow Agent.  From and after the Effective
Date, the Funding Escrow Agent's powers shall be as provided for in the
Funding Escrow Agreement.

     (e)  Distribution of Funding Escrow Assets.  The Funding Escrow Assets
shall be distributed in accordance with the provisions of the Plan and the
Funding Escrow Agreement.

     (f)  Term of Funding Escrow.  The Funding Escrow and the Funding
Escrow Agreement shall terminate on the thirtieth day after the
distribution of all of the Funding Escrow Assets in accordance with the
provisions of the Plan and the Funding Escrow Agreement.

     (g)  Indemnification.  The Funding Escrow shall indemnify, defend and
hold harmless the Reorganized Debtors and their officers, directors and
employees from and against any losses, claims, damages, liabilities and
actions arising from or relating to the Funding Escrow.

     5.3. Pension Plan.  The Debtors and Reorganized Debtors shall take all
actions necessary and appropriate to generate the Pension Plan Proceeds. 
Except as provided in Section 5.1(c) of the Plan, the Pension Plan Proceeds
shall be transferred to the EBS Claims, L.L.C. in accordance with Section
5.1(b) of the Plan.

                                ARTICLE VI.

               PROVISIONS REGARDING VOTING AND DISTRIBUTIONS
                 UNDER THE PLAN AND TREATMENT OF DISPUTED,
                CONTINGENT AND UNLIQUIDATED ADMINISTRATIVE
                EXPENSE CLAIMS, CLAIMS AND EQUITY INTERESTS

     6.1. Voting of Claims and Equity Interests.  Each holder of an Allowed
Claim or an Allowed Equity Interest in an impaired Class of Claims or
Equity Interests shall be entitled to vote separately to accept or reject
the Plan as provided in such order as is entered by the Bankruptcy Court
establishing certain procedures with respect to the solicitation and
tabulation of votes to accept or reject the Plan, or any other order or
orders of the Bankruptcy Court.

     6.2. Nonconsensual Confirmation.  If any impaired Class of Claims or
Equity Interests entitled to vote shall not accept the Plan by the
requisite statutory majorities provided in sections 1126(c) or 1126(d) of
the Bankruptcy Code, as applicable, the Debtors reserve the right to amend
the Plan in accordance with Section 13.10 hereof or undertake to have the
Bankruptcy Court confirm the Plan under section 1129(b) of the Bankruptcy
Code or both.

     6.3. Method of Distributions Under the Plan.

     (a)  In General.  Subject to Bankruptcy Rule 9010, all distributions
under the Plan shall be made by Reorganized Edison to the holder of each
Allowed Claim at the address of such holder as listed on the Schedules as
of the Record Date, and to the holder of each Allowed Edison Equity
Interest at the address of such holder as listed in the transfer ledger for
Edison Equity Interests as of the Record Date, unless the Debtors or
Reorganized Debtors have been notified in writing of a change of address,
including, without limitation, by the filing of a proof of Claim or Equity
Interest by such holder that provides an address for such holder different
from the address reflected on the Schedules (for holders of Allowed Claims)
or on the transfer ledger as of the Record Date (for holders of Allowed
Edison Equity Interests).

     (b)  Distributions of Cash.  Any payment of Cash made by Reorganized
Edison pursuant to the Plan shall be made by check drawn on a domestic
bank.

     (c)  Timing of Distributions.  Any payment or distribution required to
be made under the Plan on a day other than a Business Day shall be made on
the next succeeding Business Day.

     (d)  Hart-Scott-Rodino Compliance.  Any shares of New Common Stock to
be distributed under the Plan to any entity required to file a Premerger
Notification and Report Form under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, shall not be distributed until the
notification and waiting periods applicable under such Act to such entity
shall have expired or been terminated.

     (e)  Minimum Distributions.  No payment of Cash less than one-hundred
dollars shall be made by Reorganized Edison to any holder of a Claim unless
a request therefor is made in writing to Reorganized Edison.

     (f)  Fractional Shares or Warrants.  No fractional shares of New
Common Stock or fractional Warrants or Class A Membership Units or Cash in
lieu thereof shall be distributed under the Plan.  When any distribution on
account of an Allowed Claim or Allowed Edison Equity Interest pursuant to
the Plan would otherwise result in the issuance of a number of shares of
New Common Stock, Warrants or Class A Membership Units that is not a whole
number, the actual distribution of shares of New Common Stock, Warrants or
Class A Membership Units shall be rounded to as follows:  (i) fractions of
 .5 or greater shall be rounded to the next higher whole number and (ii)
fractions of less than .5 shall be rounded to the next lower whole number. 
The total number of shares of New Common Stock, Warrants or Class A
Membership Units to be distributed to a Class of Claims or Edison Equity
Interests, as the case may be, shall be adjusted as necessary to account
for the rounding provided in this Section 6.3(f).

     (g)  Unclaimed Distributions.  Except with respect to distributions
under the Plan to holders of Allowed General Unsecured Claims, any
distributions under the Plan that are unclaimed for a period of one year
after distribution thereof shall be revested in Reorganized Edison and any
entitlement of any holder of any Claim or Equity Interest to such
distributions shall be extinguished and forever barred.  Distributions
under the Plan to holders of Allowed General Unsecured Claims that are
unclaimed for a period of one year after distribution thereof shall be
added to the Reserve and any entitlement of such holders of Allowed General
Unsecured Claims to such distributions shall be extinguished and forever
barred.

     (h)  Distributions to Holders as of the Record Date.  As at the close
of business on the Record Date, the claims register (for Claims) and the
transfer ledgers (for Edison Equity Interests) shall be closed, and there
shall be no further changes in the record holders of any Claims or Edison
Equity Interests.  Edison and Reorganized Edison shall have no obligation
to recognize any transfer of any Claims or Edison Equity Interests
occurring after the Record Date.  Edison and Reorganized Edison shall
instead be entitled to recognize and deal for all purposes under the Plan
(except as to voting to accept or reject the Plan pursuant to Section 6.1
of the Plan) with only those record holders stated on the claims register
(for Claims) and transfer ledgers (for Edison Equity Interests) as of the
close of business on the Record Date.

     6.4. General Unsecured Claims.

     (a)  Cash Held Prior to the Initial Distribution Date.  On the
Effective Date, Reorganized Edison shall deposit the Cash in the Cash
Distribution Pool in a segregated bank account or accounts.  Reorganized
Edison shall invest the Cash held in such account or accounts in a manner
consistent with investment guidelines to be agreed upon by the Debtors and
the Creditors' Committee, which investment guidelines shall be included in
the Plan Supplement.  Reorganized Edison shall pay, or cause to be paid,
out of the funds held in such account or accounts, any tax imposed on such
account by any governmental unit with respect to income generated by the
property held in such account or accounts.  The yield earned on such
invested Cash for the period commencing on the Effective Date and
continuing through and including the Initial Distribution Date (net of
applicable taxes), shall be distributed to each holder of an Allowed
General Unsecured Claim on the Initial Distribution Date, based upon each
holders' Pro Rata Share.

     (b)  Membership Units.  On the Effective Date, Reorganized Edison
shall hold 100% of the Class B Membership Units.  In connection with each
distribution of Class A Membership Units under the Plan, Reorganized Edison
will surrender for cancellation a number of Class B Membership Units in
each of the EBS Claims, L.L.C. and the EBS Building, L.L.C. equal to the
number of Class A Membership Units in each such LLC that are to be
distributed under the Plan, and will receive in exchange therefor, for
distribution under the Plan, a like number of Class A Membership Units in
such LLC.

     (c)  Distributions Withheld for Disputed General Unsecured Claims.

          (i)  Establishment and Maintenance of Reserve.  On the Initial
     Distribution Date and each Subsequent Distribution Date, Reorganized
     Edison shall reserve from the distributions to be made on such dates
     to the holders of Allowed General Unsecured Claims, an amount of Cash,
     New Notes and New Common Stock equal to 100% of the distributions to
     which holders of Disputed General Unsecured Claims would be entitled
     under the Plan as of such dates as if such Disputed General Unsecured
     Claims were Allowed Claims in their Disputed Claim Amounts (the
     "Reserve").  Subject to Section 6.4(b) of the Plan, Reorganized Edison
     shall also hold in the Reserve the Class B Membership Units.

          (ii) Property Held in Reserve.  Cash held in the Reserve
     (including interest paid on New Notes held in the Reserve and
     dividends paid on New Common Stock held in the Reserve, if any) shall
     be deposited in a segregated bank account or accounts in the name of
     Reorganized Edison and designated as held in trust for the benefit of
     holders of Allowed General Unsecured Claims.  Cash held in the Reserve
     shall not constitute property of the Reorganized Debtors.  Reorganized
     Edison shall invest the Cash held in the Reserve in a manner
     consistent with investment guidelines to be agreed upon by the Debtors
     and the Creditors' Committee, which investment guidelines shall be
     included in the Plan Supplement.  Reorganized Edison shall pay, or
     cause to be paid, out of the funds held in the Reserve, any tax
     imposed on the Reserve by any governmental unit with respect to income
     generated by the property held in the Reserve.  The yield earned on
     such invested Cash (net of applicable taxes) shall be distributed to
     each holder of an Allowed General Unsecured Claim on the last
     Subsequent Distribution Date under the Plan, based upon each holders'
     Pro Rata Share.  New Notes, New Common Stock and Class B Membership
     Interests held in the Reserve shall be held in trust by the
     Reorganized Debtors for the benefit of the potential claimants of such
     securities and shall not constitute property of the Reorganized
     Debtors.

     (d)  Distributions Upon Allowance of Disputed General Unsecured
Claims.  The holder of a Disputed General Unsecured Claim that becomes an
Allowed Claim subsequent to the Initial Distribution Date shall receive
distributions of Cash, New Notes and New Common Stock from the Reserve and,
in accordance with Section 6.4(b) of the Plan, Class A Membership Units, on
the next Subsequent Distribution Date that follows the Quarter during which
such Disputed General Unsecured Claim becomes an Allowed Claim pursuant to
a Final Order.  Such distributions shall be made in accordance with the
Plan based upon the distributions that would have been made to such holder
under the Plan if the Disputed General Unsecured Claim had been an Allowed
Claim on or prior to the Effective Date, without any post-Effective Date
interest thereon (without regard to interest earned on property held in the
Reserve pursuant to Section 6.4 of the Plan).

     (e)  Surplus Distributions to Holders of Allowed General Unsecured
Claims.  The following consideration shall constitute surplus distributions
(the "Surplus Distributions") pursuant to the Plan:  (i) pursuant to
Section 6.3(g) of the Plan, distributions under the Plan to holders of
Allowed General Unsecured Claims that are unclaimed for a period of one
year after distribution thereof; (ii) to the extent that a Disputed General
Unsecured Claim is not Allowed or becomes an Allowed Claim in an amount
less than the Disputed Claim Amount, the excess of the amount of Cash, New
Notes and New Common Stock in the Reserve over the amount of Cash, New
Notes and New Common Stock actually distributed on account of such Disputed
General Unsecured Claim; and (iii) to the extent that a Disputed General
Unsecured Claim is not Allowed or becomes an Allowed Claim in an amount
less than the Disputed Claim Amount, a number of Class A Membership Units
equal to the number of Class B Membership Units held in the Reserve on
account of such excess.  The Surplus Distributions shall be distributed to
the holders of Allowed General Unsecured Claims pursuant to Section
4.8(b)(ii) of the Plan; provided, however, that Reorganized Edison shall
not be under any obligation to make any Surplus Distributions on a
Subsequent Distribution Date unless the Cash portion of the Surplus
Distributions to be distributed on a Subsequent Distribution Date
aggregates $1,000,000 or more, unless the distribution is the last
distribution under the Plan.

     (f)  Personal Injury Tort Claims.  All personal injury Tort Claims are
Disputed Claims.  Any personal injury Tort Claim as to which a proof of
claim was timely filed in the Chapter 11 Cases shall be determined and
liquidated in the administrative or judicial tribunal(s) in which it is
pending on the Effective Date or, if no action was pending on the Effective
Date, in any administrative or judicial tribunal of appropriate
jurisdiction, or in accordance with any alternative dispute resolution or
similar proceeding as same may be approved by order of the Bankruptcy
Court.  Any personal injury Tort Claim determined and liquidated (i)
pursuant to a judgment obtained in accordance with this Section 6.4(e) and
applicable nonbankruptcy law which is no longer appealable or subject to
review, or (ii) in any alternative dispute resolution or similar proceeding
as same may be approved by order of the Bankruptcy Court, shall be deemed
an Allowed General Unsecured Claim in such liquidated amount and satisfied
in accordance with the Plan.  Nothing contained in this Section 6.4(e)
shall impair the Debtors' right to seek estimation of any and all personal
injury Tort Claims in a court or courts of competent jurisdiction or
constitute or be deemed a waiver of any Cause of Action that the Debtors
may hold against any entity, including, without limitation, in connection
with or arising out of any personal injury Tort Claim.

     6.5. Objections to and Resolution of Administrative Expense Claims,
Claims and Equity Interests.

     (a)  Except as to applications for allowances of compensation and
reimbursement of expenses under sections 330 and 503 of the Bankruptcy
Code, the Debtors or Reorganized Debtors shall have the exclusive right to
make and file objections to Administrative Expense Claims, Claims and
Equity Interests subsequent to the Confirmation Date.  All objections shall
be litigated to Final Order; provided, however, that, subject to Section
6.5(b) of the Plan, the Reorganized Debtors shall have the authority to
compromise, settle, otherwise resolve or withdraw any objections, without
approval of the Bankruptcy Court.  Unless otherwise ordered by the
Bankruptcy Court, the Debtors or Reorganized Debtors shall file all
objections to Administrative Expense Claims that are the subject of proofs
of claim or requests for payment filed with the Bankruptcy Court (other
than applications for allowances of compensation and reimbursement of
expenses), Claims and Equity Interests and serve such objections upon the
holder of the Administrative Expense Claim, Claim or Equity Interest as to
which the objection is made as soon as is practicable, but in no event
later than 60 days after the Effective Date or such later date as may be
approved by the Bankruptcy Court.

     (b)  On the last day of each month or as otherwise agreed to in
writing by the Debtors and the Creditors' Committee, the Reorganized
Debtors shall provide counsel to the Claims Resolution Committee with
written notice by overnight delivery service or facsimile transmission of
each Disputed Claim that they intend to compromise, settle or resolve,
other than such compromises, settlements or resolutions that fall within
the parameters of (i) prior orders of the Bankruptcy Court authorizing the
Debtors to compromise or settle certain Claims without approval of the
Bankruptcy Court, (ii) settlement guidelines to be agreed upon by the
Debtors and the Creditors' Committee prior to the Confirmation Date, or
(iii) settlement guidelines to be agreed upon by the Debtors and the Claims
Resolution Committee subsequent to the Effective Date.  Within 15 days
after the receipt of such notice, the Claims Resolution Committee shall
provide the Reorganized Debtors with written notice of any such
compromises, settlements or resolutions with which it does not concur.  If
the Reorganized Debtors and the Claims Resolution Committee cannot reach
agreement with respect to any such compromise, settlement or resolution,
the Claims Resolution Committee will be permitted to file with the
Bankruptcy Court and serve on the Reorganized Debtors an objection to the
reasonableness of any such compromise, settlement or resolution within 15
days after the date that the Claims Resolution Committee provides the
Reorganized Debtors with written notice of such compromise, settlement or
resolution with which it does not concur, or within such other time period
as may be agreed upon by the Reorganized Debtors and the Creditors'
Committee, and the reasonableness of such compromise, settlement or
resolution shall be determined by the Bankruptcy Court.  If the Claims
Resolution Committee fails to timely file and serve an objection to a
compromise, settlement or resolution, such compromise, settlement or
resolution shall be deemed resolved on the terms and subject to the
conditions agreed to by the Reorganized Debtors.  Notwithstanding the
foregoing, the Claims Resolution Committee shall have the authority to
compromise, settle or resolve any Disputed Claim without the consent of the
Reorganized Debtors.

     6.6. Distributions Relating to Allowed Insured Claims.  Distributions
under the Plan to each holder of an Allowed Insured Claim shall be in
accordance with the treatment provided under the Plan for the Class in
which such Allowed Insured Claim is classified, but solely to the extent
that such Allowed Insured Claim is not satisfied from proceeds payable to
the holder thereof under any pertinent insurance policies and applicable
law.  Nothing contained in this Section 6.6 shall constitute or be deemed a
waiver of any Cause of Action that the Debtors or any entity may hold
against any other entity, including, without limitation, insurers under any
policies of insurance.

     6.7. Cancellation and Surrender of Existing Securities and Agreements.

     (a)  On the Effective Date, the promissory notes, share certificates
and other instruments evidencing any Claim or Edison Equity Interest shall
be deemed cancelled without further act or action under any applicable
agreement, law, regulation, order or rule and the obligations of the
Debtors under the agreements, indentures and certificates of designations
governing such Claims and Edison Equity Interests, as the case may be,
shall be discharged.

     (b)  Each holder of a promissory note, share certificate or other
instrument evidencing a Claim or Edison Equity Interest shall surrender
such promissory note, share certificate or instrument to the Reorganized
Debtors, unless such requirement is waived by the Reorganized Debtors.  No
distribution of property hereunder shall be made to or on behalf of any
such holders unless and until such promissory note, share certificate or
instrument is received by the Reorganized Debtors or the unavailability of
such promissory note, share certificate or instrument is established to the
reasonable satisfaction of the Reorganized Debtors or such requirement is
waived by the Reorganized Debtors.  The Reorganized Debtors may require any
holder that is unable to surrender or cause to be surrendered any such
promissory notes, share certificates or instruments to deliver an affidavit
of loss and indemnity and/or furnish a bond in form and substance
(including, without limitation, with respect to amount) reasonably
satisfactory to the Reorganized Debtors.  Any holder that fails within the
later of one year after the Confirmation Date and the date of Allowance of
its Claim or Edison Equity Interest (i) if possible, to surrender or cause
to be surrendered such promissory note, share certificate or instrument,
(ii) if requested, to execute and deliver an affidavit of loss and
indemnity reasonably satisfactory to the Reorganized Debtors, and (iii) if
requested, to furnish a bond reasonably satisfactory to the Reorganized
Debtors, shall be deemed to have forfeited all rights, claims and Causes of
Action against the Debtors and Reorganized Debtors and shall not
participate in any distribution hereunder.

     6.8. Registration of New Common Stock.  Each person or entity
receiving a distribution of New Common Stock pursuant to the Plan
representing at least 10% of the aggregate New Common Stock issuable
pursuant to the Plan shall be entitled to become a party to the
Registration Rights Agreement.

     6.9. Listing of New Common Stock.  Reorganized Edison shall use
reasonable commercial efforts to cause the shares of New Common Stock to be
listed on a national securities exchange or the Nasdaq National Market.

     6.10.     Full Recovery for Holders of Allowed General Unsecured
Claims.  Holders of Allowed General Unsecured Claims will not be deemed to
have received 100% of the value of their Allowed General Unsecured Claims
unless and until the aggregate value of all distributions to such holders
under the Plan equals the amount of their Allowed General Unsecured Claims,
plus interest from the Commencement Date through and including the
Effective Date at a rate of 8.89%.

                               ARTICLE VII.

                 EXECUTORY CONTRACTS AND UNEXPIRED LEASES

     7.1. Assumption or Rejection of Executory Contracts and Unexpired
Leases.

     (a)  Executory Contracts and Unexpired Leases.  Pursuant to sections
365(a) and 1123(b)(2) of the Bankruptcy Code, all executory contracts and
unexpired leases that exist between the Debtors and any person shall be
deemed assumed by the Reorganized Debtors as of the Effective Date, except
for any executory contract or unexpired lease (i) which has been assumed
pursuant to an order of the Bankruptcy Court entered prior to the
Confirmation Date, (ii) which has been rejected pursuant to an order of the
Bankruptcy Court entered prior to the Confirmation Date, (iii) as to which
a motion for approval of the rejection of such executory contract or
unexpired lease has been filed and served prior to the Confirmation Date or
(iv) which is set forth in Schedule 7.1(a)(x) (executory contracts) or
Schedule 7.1(a)(y) (unexpired leases), which Schedules shall be included in
the Plan Supplement; provided, however, that the Debtors or Reorganized
Debtors reserve the right, on or prior to the Effective Date, to amend
Schedules 7.1(a)(x) or 7.1(a)(y) to delete any executory contract or
unexpired lease therefrom or add any executory contract or unexpired lease
thereto, in which event such executory contract(s) or unexpired lease(s)
shall be deemed to be, respectively, assumed or rejected.  The Debtors or
Reorganized Debtors shall provide notice of any amendments to Schedules
7.1(a)(x) or 7.1(a)(y) to the parties to the executory contracts and
unexpired leases affected thereby.  The listing of a document on Schedules
7.1(a)(x) and 7.1(a)(y) shall not constitute an admission by the Debtors or
Reorganized Debtors that such document is an executory contract or an
unexpired lease or that the Debtors or Reorganized Debtors have any
liability thereunder.
     (b)  Schedules of Rejected Executory Contracts and Unexpired Leases;
Inclusiveness.  Each executory contract and unexpired lease listed or to be
listed on Schedules 7.1(a)(x) or 7.1(a)(y) that relates to the use or
occupancy of real property shall include (i) modifications, amendments,
supplements, restatements, or other agreements made directly or indirectly
by any agreement, instrument, or other document that in any manner affects
such executory contract or unexpired lease, without regard to whether such
agreement, instrument or other document is listed on Schedules 7.1(a)(x) or
7.1(a)(y), and (ii) executory contracts or unexpired leases appurtenant to
the premises listed on Schedules 7.1(a)(x) or 7.1(a)(y), including, without
limitation, all easements, licenses, permits, rights, privileges, immuni-
ties, options, rights of first refusal, powers, uses, usufructs, reciprocal
easement agreements, vault, tunnel or bridge agreements or franchises, and
any other interests in real estate or rights in rem relating to such
premises to the extent any of the foregoing are executory contracts or
unexpired leases, unless any of the foregoing agreements previously have
been assumed.

     (c)  Insurance Policies.  Each of the Debtors' insurance policies and
any agreements, documents or instruments relating thereto, including,
without limitation, any retrospective premium rating plans relating to such
policies, are treated as executory contracts under the Plan. 
Notwithstanding the foregoing, distributions under the Plan to any holder
of a Claim covered by any of such insurance policies and related
agreements, documents or instruments that are assumed hereunder, shall be
in accordance with the treatment provided under Article IV and Section 6.6
of the Plan.  Nothing contained in this Section 7.1(c) shall constitute or
be deemed a waiver of any Cause of Action that the Debtors may hold against
any entity, including, without limitation, the insurer under any of the
Debtors' policies of insurance.

     (d)  Approval of Assumption or Rejection of Executory Contracts and
Unexpired Leases.  Entry of the Confirmation Order shall constitute (i) the
approval, pursuant to sections 365(a) and 1123(b)(2) of the Bankruptcy
Code, of the assumption of the executory contracts and unexpired leases
assumed pursuant to Section 7.1(a) hereof, (ii) the extension of time,
pursuant to section 365(d)(4) of the Bankruptcy Code, within which the
Debtors may assume or reject the unexpired leases specified in Section
7.1(a) hereof through the date of entry of an order approving the
assumption or rejection of such unexpired leases, and (iii) the approval,
pursuant to sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of the
rejection of the executory contracts and unexpired leases rejected pursuant
to Sections 7.1(a) hereof.

     (e)  Cure of Defaults.  Except as may otherwise be agreed to by the
parties, within 60 days after the Effective Date or as soon thereafter as
is practicable, the Reorganized Debtors shall cure any and all undisputed
defaults under any executory contract or unexpired lease assumed pursuant
to the Plan in accordance with section 365(b)(1) of the Bankruptcy Code. 
All disputed defaults that are required to be cured shall be cured either
within 30 days of the entry of a Final Order determining the amount, if
any, of the Debtors' or Reorganized Debtors' liability with respect
thereto, or as may otherwise be agreed to by the parties.

     (f)  Bar Date for Filing Proofs of Claim Relating to Executory
Contracts and Unexpired Leases Rejected Pursuant to the Plan.  Claims
arising out of the rejection of an executory contract or unexpired lease
pursuant to Section 7.1 of the Plan must be filed with the Bankruptcy Court
and/or served upon the Debtors or Reorganized Debtors as otherwise may be
provided in the Confirmation Order, by no later than 30 days after the
later of (i) notice of entry of an order approving the rejection of such
executory contract or unexpired lease, (ii) notice of entry of the
Confirmation Order, and (iii) notice of an amendment to Schedule 7.1(a)(x)
or 7.1(a)(y).  Any Claims not filed within such time will be forever barred
from assertion against the Debtors, their estates, the Reorganized Debtors
and their property.  Unless otherwise ordered by the Bankruptcy Court, all
Claims arising from the rejection of executory contracts and unexpired
leases shall be treated as General Unsecured Claims under the Plan.

     7.2. Releases.  The following releases are provided for pursuant to
the Plan:

          (a)  The Debtors hereby release and are permanently enjoined from
     any prosecution or attempted prosecution of any and all Causes of
     Action which they have, may have or claim to have against any present
     or former director, officer, agent or employee of the Debtors;
     provided, however, that the foregoing shall not operate as a waiver of
     or release from (i) any Causes of Action arising out of any express
     contractual obligation owing by any such director, officer, agent or
     employee to the Debtors or any reimbursement obligation of any such
     director, officer, agent or employee with respect to a loan or advance
     made by the Debtors to such director, officer, agent or employee, and
     (ii) any Avoidance Claims that any such director, officer, agent or
     employee may be subject to in their capacities other than as present
     or former director, officer, agent or employee.

          (b)  All parties in interest, including, without limitation, the
     EBS Claims, L.L.C. and the EBS Building, L.L.C., hereby release and
     are permanently enjoined from any prosecution or attempted prosecution
     of any and all Causes of Action, whether or not derivative from or
     through the Debtors, which any party in interest either individually
     or collectively with other persons or entities has, may have or claim
     to have against any present or former director, officer, agent or
     employee of the Debtors; provided, however, that the foregoing shall
     not operate as a waiver of or release from any Avoidance Claims that
     any such director, officer, agent or employee may be subject to in
     their capacities other than as present or former director, officer,
     agent or employee.

     7.3. Indemnification Obligations.  For purposes of the Plan, the
obligations of the Debtors to defend, indemnify, reimburse or limit the
liability of their present and any former directors, officers or employees
that were directors, officers or employees, respectively, on or after the
Commencement Date against any claims or obligations pursuant to the
Debtors' certificates of incorporation or bylaws, applicable state law or
specific agreement, or any combination of the foregoing, shall survive
confirmation of the Plan, remain unaffected thereby, and not be discharged
irrespective of whether indemnification, defense, reimbursement or
limitation is owed in connection with an event occurring before, on, or
after the Commencement Date.

     7.4. Compensation and Benefit Programs.  Except as provided in Section
7.1(a) of the Plan, all employment and severance practices and policies,
and all compensation and benefit plans, policies, and programs of the
Debtors applicable to their directors, officers or employees, including,
without limitation, all savings plans, retirement plans, health care plans,
severance benefit plans, incentive plans, workers' compensation programs
and life, disability and other insurance plans are treated as executory
contracts under the Plan and are hereby assumed pursuant to sections 365(a)
and 1123(b)(2) of the Bankruptcy Code.

     7.5. Retiree Benefits.  Payments, if any, due to any person for the
purpose of providing or reimbursing payments for retired employees and
their spouses and dependents for medical, surgical, or hospital care
benefits, or benefits in the event of sickness, accident, disability, or
death under any plan, fund, or program (through the purchase of insurance
or otherwise) maintained or established in whole or in part by the Debtors
prior to the Commencement Date shall be continued for the duration of the
period the Debtors have obligated themselves to provide such benefits.

                               ARTICLE VIII.

               CONSOLIDATION OF EDISON AND THE SUBSIDIARIES

     8.1. Substantive Consolidation.  The Chapter 11 Cases shall be
substantively consolidated, pursuant to an order of the Bankruptcy Court
granting the substantive consolidation of the Chapter 11 Cases, for all
purposes related to the Plan, including, without limitation, for purposes
of voting, confirmation and distribution.  In accordance with such order of
the Bankruptcy Court, (i) all assets and liabilities of the Subsidiaries
shall be deemed merged or treated as though they were merged into and with
the assets and liabilities of Edison, (ii) no distributions shall be made
under the Plan on account of intercompany claims among the Debtors, (iii)
no distributions shall be made under the Plan on account of Subsidiary
Equity Interests, (iv) all guarantees of the Debtors of the obligations of
any other Debtor shall be deemed eliminated so that any claim against any
Debtor and any guarantee thereof executed by any other Debtor and any joint
or several liability of any of the Debtors shall be deemed to be one
obligation of the consolidated Debtors, and (v) each and every Claim filed
or to be filed in the Chapter 11 Case of any of the Debtors shall be deemed
filed against the consolidated Debtors, and shall be deemed one Claim
against and obligation of the consolidated Debtors.  Such substantive
consolidation shall not (other than for purposes related to the Plan)
effect (i) the legal and corporate structures of the Reorganized Debtors,
subject to the right of the Debtors or Reorganized Debtors to effect
restructurings as provided in Section 8.2 of the Plan, (ii) intercompany
claims by and among the Debtors or Reorganized Debtors, (iii) Subsidiary
Equity Interests, and (iv) pre and post Commencement Date guarantees that
are required to be maintained (a) in connection with executory contracts or
unexpired leases that were entered into during the Chapter 11 Cases or that
have been or will be assumed, or (b) pursuant to the Plan.

     8.2. Merger of Corporate Entities.  On or as of the Effective Date,
within the sole and exclusive discretion of the Debtors, any or all of the
Subsidiaries may be merged into one or more of the Debtors or dissolved. 
Upon the occurrence of any such merger, all assets of the merged entities
shall be transferred to and become the assets of the surviving corporation,
and all liabilities of the merged entities, except to the extent
discharged, released or extinguished pursuant to the Plan and the
Confirmation Order, shall be assumed by and shall become the liabilities of
the surviving corporation.  All mergers and dissolutions shall be effective
as of the Effective Date pursuant to the Confirmation Order without any
further action by the stockholders or directors of any of the Debtors, the
Debtors in Possession or the Reorganized Debtors.
                                     
                                ARTICLE IX.

                 PROVISIONS REGARDING CORPORATE GOVERNANCE
                 AND MANAGEMENT OF THE REORGANIZED DEBTORS 

     9.1. General.  On the Effective Date, the management, control and
operation of the Reorganized Debtors shall become the general
responsibility of the respective Boards of Directors of the Reorganized
Debtors, who shall, thereafter, have the responsibility for the management,
control and operation of the Reorganized Debtors.

     9.2. Meetings of Reorganized Edison Stockholders.  In accordance with
the Amended Edison Certificate of Incorporation and the Amended Edison
Bylaws, as the same may be amended from time to time, the first annual
meeting of the stockholders of Reorganized Edison shall be held on a date
in 1998 selected by the Board of Directors of Reorganized Edison, and
subsequent meetings of the stockholders of Reorganized Edison shall be held
at least once annually each year thereafter.
     9.3. Directors and Officers of Reorganized Debtors.

     (a)  Boards of Directors.

          (i)  Reorganized Edison.  The initial Board of Directors of
     Reorganized Edison shall consist of nine individuals whose names shall
     be disclosed prior to the date of the Confirmation Hearing.  Each of
     the members of such initial Board of Directors shall serve until the
     first annual meeting of stockholders of Reorganized Edison or their
     earlier resignation or removal in accordance with the Amended Edison
     Certificate of Incorporation or Amended Edison Bylaws, as the same may
     be amended from time to time.

          (ii) Reorganized Subsidiaries.  The initial Board of
     Directors of each of the Reorganized Subsidiaries shall consist of
     officers or employees of Reorganized Edison whose names shall be
     disclosed prior to the date of the Confirmation Hearing.  Each of the
     members of each such initial Board of Directors shall serve until the
     first meeting of stockholders of the respective Reorganized Subsidiary
     or their earlier resignation or removal in accordance with the
     certificate of incorporation or bylaws of such Reorganized Subsidiary.

     (b)  Officers.  The officers of the respective Debtors immediately
prior to the Effective Date shall serve as the initial officers of the
respective Reorganized Debtors on and after the Effective Date.  Such
officers shall serve in accordance with any employment agreement with the
Reorganized Debtors and applicable nonbankruptcy law.

     9.4. Amended Bylaws and Amended Certificates of Incorporation.  The
Amended Edison Bylaws and Amended Edison Certificate of Incorporation and
the bylaws and certificates of incorporation of each of the Reorganized
Subsidiaries shall be amended and restated as of the Effective Date to the
extent necessary (a) to prohibit the issuance of nonvoting equity
securities as required by section 1123(a)(6) of the Bankruptcy Code,
subject to further amendment of such certificates of incorporation and
bylaws as permitted by applicable law, and (b) to effectuate the provisions
of the Plan, in each case without any further action by the stockholders or
directors of the Debtors, the Debtors in Possession or the Reorganized
Debtors.

     9.5. Issuance of New Securities.  The issuance of the following
securities and notes by Reorganized Edison, or, as applicable, by the EBS
Claims, L.L.C. and the EBS Building, L.L.C. as successor in interest to the
Debtors with respect to certain Edison assets, is hereby authorized without
further act or action under applicable law, regulation, order or rule:

     (a)  100,000,000 shares of New Common Stock;

     (b)  the Warrants;

     (c)  the IDB Secured Notes;

     (d)  the United of Omaha Secured Notes;

     (e)  the New Notes;

     (f)  the Class A Membership Units and Class B Membership Units;

     (g)  the Restricted Stock;

     (h)  the Management Options; and

     (i)  10,000,000 shares of preferred stock.

     9.6. Adoption of Management Incentive Plan.  If not theretofore
adopted by Edison, on the Effective Date, Reorganized Edison shall adopt
the Management Incentive Plan.

     9.7. Management Restricted Stock Grant and Options on the Effective
Date.  Reorganized Edison will be authorized to issue to certain of its
senior executives approximately 200,000 shares of restricted New Common
Stock (the "Restricted Stock") and options to purchase approximately
800,000 shares of New Common Stock (the "Management Options") pursuant and
subject to the Management Incentive Plan.  Said shares of Restricted Stock
and Management Options not issued on the Effective Date shall be reserved
for issuance thereafter by Reorganized Edison pursuant and subject to the
Management Incentive Plan.

     9.8. Employment Contracts.  As of the Effective Date, the Debtors or
Reorganized Debtors will have entered into employment contracts or amended
employment contracts with certain key employees as described in the
Disclosure Statement.

     9.9. Retention/Performance Bonuses.  As of the Effective Date, Edison
or Reorganized Edison will have adopted a retention/bonus program which
will result in payments aggregating approximately $400,000 to certain key
executives if such executives remain employed with Reorganized Edison
through July 1, 1998.  In addition, as of the Effective Date, in
recognition of the successful rehabilitation and turnaround of the Debtors,
Edison or Reorganized Edison will have adopted a bonus program which will
result in payments aggregating approximately $1,200,000 to certain key
executives instrumental to such turnaround. 

                                ARTICLE X.

             IMPLEMENTATION AND EFFECT OF CONFIRMATION OF PLAN

     10.1.     Term of Bankruptcy Injunction or Stays.  All injunctions or
stays provided for in the Chapter 11 Cases under sections 105 or 362 of the
Bankruptcy Code, or otherwise, and in existence on the Confirmation Date,
shall remain in full force and effect until the Effective Date.

     10.2.     Revesting of Assets.

     (a)  The property of the estates of the Debtors shall revest in the
Reorganized Debtors on the Effective Date, except as provided in Sections
5.1, 5.2 and 10.3 of the Plan.

     (b)  From and after the Effective Date, the Reorganized Debtors may
operate their businesses, and may use, acquire and dispose of property free
of any restrictions imposed under the Bankruptcy Code.

     (c)  As of the Effective Date, all property of the Debtors and
Reorganized Debtors shall be free and clear of all liens, claims and
interests of holders of Claims and Equity Interests, except as provided in
the Plan.

     10.3.     Causes of Action.  Except as provided in Section 5.1 of the
Plan, as of the Effective Date, pursuant to section 1123(b)(3)(B) of the
Bankruptcy Code, any and all Causes of Action accruing to the Debtors and
Debtors in Possession, including, without limitation, actions under
sections 545, 549, 550 and 551 of the Bankruptcy Code, but excluding
avoidance or recovery actions under sections 544, 547, 548 and 553 of the
Bankruptcy Code, shall become assets of the Reorganized Debtors, and the
Reorganized Debtors shall have the authority to prosecute such Causes of
Action for the benefit of the estates of the Debtors.  The Reorganized
Debtors shall have the authority to compromise and settle, otherwise
resolve, discontinue, abandon or dismiss all such Causes of Action without
approval of the Bankruptcy Court.

     10.4.     Discharge of Debtors.  The rights afforded herein and the
treatment of all Claims and Equity Interests herein shall be in exchange
for and in complete satisfaction, discharge, and release of Claims and
Equity Interests of any nature whatsoever, including any interest accrued
on such Claims from and after the Commencement Date, against the Debtors
and the Debtors in Possession, or any of their assets or properties. 
Except as otherwise provided herein, (a) on the Effective Date, all such
Claims against and Equity Interests in the Debtors shall be satisfied,
discharged, and released in full, and (b) all persons shall be precluded
from asserting against the Reorganized Debtors, their successors, or their
assets or properties any other or further Claims or Equity Interests based
upon any act or omission, transaction or other activity of any kind or
nature that occurred prior to the Confirmation Date.

     10.5.     Injunction.  Except as otherwise expressly provided in the
Plan or the Confirmation Order, all entities who have held, hold or may
hold Claims against or Equity Interests in any or all of the Debtors, are
permanently enjoined, on and after the Effective Date, from (a) commencing
or continuing in any manner any action or other proceeding of any kind with
respect to any such Claim or Equity Interest, (b) the enforcement,
attachment, collection or recovery by any manner or means of any judgment,
award, decree or order against the Debtors on account of any such Claim or
Equity Interest, (c) creating, perfecting or enforcing any encumbrance of
any kind against the Debtors or against the property or interests in
property of the Debtors on account of any such Claim or Equity Interest,
and (d) asserting any right of setoff, subrogation or recoupment of any
kind against any obligation due from the Debtors or against the property or
interests in property of the Debtors on account of any such Claim or Equity
Interest.  Such injunction shall extend to successors of the Debtors
(including, without limitation, the Reorganized Debtors) and their
respective properties and interests in property.

                                ARTICLE XI.

                         EFFECTIVENESS OF THE PLAN

     11.1.     Conditions Precedent to Effectiveness.  The Plan shall not
become effective unless and until the following conditions shall have been
satisfied or waived pursuant to Section 11.3 of the Plan:

     (a)  the Confirmation Order, in form and substance reasonably
acceptable to the Debtors and the Creditors' Committee, shall have been
signed by the judge presiding over the Chapter 11 Cases, and there shall
not be a stay or injunction in effect with respect thereto;

     (b)  the Debtors shall have at least $25,000,000 in Cash as of July 5,
1997, after giving effect to the distributions of Cash projected to be made
under the Plan;

     (c)  the Reorganized Debtors shall have credit availability under a
working capital credit facility, in form and substance acceptable to the
Debtors and reasonably acceptable to the Creditors' Committee, to provide
the Reorganized Debtors with working capital sufficient to meet their
ordinary and peak requirements;

     (d)  the New Notes Indentures shall have been qualified under the
Trust Indenture Act of 1939, as amended;

     (e)  (i) the Funding Escrow shall have been established and the
Funding Escrow Agent under the Funding Escrow Agreement shall have been
appointed in accordance with Section 5.2 of the Plan; and (ii) subject to
Section 5.1 of the Plan, the EBS Claims, L.L.C. and the EBS Building,
L.L.C. shall have been established in accordance with the EBS Claims LLC
Members Agreement and the EBS Building LLC Members Agreement.

     (f)  subject to Section 5.1(c) of the Plan, the EBS Building, L.L.C.
shall have entered into the Corporate Headquarters Lease with Reorganized
Edison;

     (g)  all actions, documents and agreements necessary to implement the
Plan shall have been effected or executed;

     (h)  the Debtors shall have received all authorizations, consents,
regulatory approvals, rulings, letters, no-action letters, opinions or
documents that are determined by the Debtors to be necessary to implement
the Plan, including, without limitation, no-action letters from the
Securities and Exchange Commission and letter or other rulings from the
Internal Revenue Service; and

     (i)  each of the Amended Edison Certificate of Incorporation, the
Amended Edison Bylaws, the amended certificates of incorporation of the
Reorganized Subsidiaries, the amended bylaws of the Reorganized
Subsidiaries, the EBS Claims LLC Members Agreement, the EBS Building LLC
Members Agreement, the Funding Escrow Agreement, the New Notes, the New
Notes Indentures, the Corporate Headquarters Lease, the Registration Rights
Agreement and the Management Incentive Plan, in form and substance
reasonably acceptable to the Debtors and the Creditors' Committee, shall
have been effected or executed.

     11.2.     Effect of Failure of Conditions.  In the event that one or
more of the conditions specified in Section 11.1 of the Plan have not
occurred on or before six months after the Confirmation Date, and upon
notification submitted by the Debtors to the Bankruptcy Court and counsel
for the Creditors' Committee and the Equity Committee, (a) the Confirmation
Order shall be vacated, (b) no distributions under the Plan shall be made,
(c) the Debtors and all holders of Claims and Equity Interests shall be
restored to the status quo ante as of the day immediately preceding the
Confirmation Date as though the Confirmation Date never occurred, and (d)
the Debtors' obligations with respect to the Claims and Equity Interests
shall remain unchanged and nothing contained herein shall constitute or be
deemed a waiver or release of any Claims or Equity Interests by or against
the Debtors or any other person or to prejudice in any manner the rights of
the Debtors or any person in any further proceedings involving the Debtors.

     11.3.     Waiver of Conditions.  The Debtors may waive, by a writing
signed by an authorized representative of the Debtors and subsequently
filed with the Bankruptcy Court, one or more of the conditions precedent to
effectiveness of the Plan set forth in Sections 11.1 (b), (f) and (g)
(exclusive of those documents and agreements set forth in (i)) of the Plan. 
The Debtors, with the written consent of the Creditors' Committee (which
consent shall not be unreasonably withheld), may waive, by a writing signed
by an authorized representative of the Debtors and subsequently filed with
the Bankruptcy Court, the conditions precedent to effectiveness of the Plan
set forth in Sections 11.1(a), (c), (d), (e), (h) and (i) of the Plan.

                               ARTICLE XII.

                         RETENTION OF JURISDICTION

          The Bankruptcy Court shall have exclusive jurisdiction of all
matters arising out of, and related to, the Chapter 11 Cases and the Plan
pursuant to, and for the purposes of, sections 105(a) and 1142 of the
Bankruptcy Code and for, among other things, the following purposes:

          (a)  To hear and determine pending applications for the
     assumption or rejection of executory contracts or unexpired leases, if
     any are pending, and the allowance of Claims resulting therefrom;

          (b)  To determine any and all adversary proceedings, applications
     and contested matters, including, without limitation, adversary
     proceedings and contested matters arising in connection with the
     prosecution by the EBS Claims, L.L.C. of the Unresolved Avoidance
     Claims.

          (c)  To resolve all matters arising under or relating to the EBS
     Claims, L.L.C. and the EBS Building, L.L.C., including, without
     limitation, all disputes between the Reorganized Debtors and such
     entities and with respect to the interpretation of the EBS Claims LLC
     Members Agreement and EBS Building LLC Members Agreement;

          (d)  To resolve all matters arising under or relating to the
     Funding Escrow, including, without limitation, all disputes between
     the Reorganized Debtors and the Funding Escrow Agent and with respect
     to the interpretation of the Funding Escrow Agreement;

          (e)  To hear and determine any objection to Administrative
     Expense Claims, Claims or Equity Interests;

          (f)  To enter and implement such orders as may be appropriate in
     the event the Confirmation Order is for any reason stayed, revoked,
     modified or vacated;

          (g)  To issue such orders in aid of execution and consummation of
     the Plan, to the extent authorized by section 1142 of the Bankruptcy
     Code;

          (h)  To consider any amendments to or modifications of the Plan,
     to cure any defect or omission, or reconcile any inconsistency in any
     order of the Bankruptcy Court, including, without limitation, the
     Confirmation Order;

          (i)  To hear and determine all applications for compensation and
     reimbursement of expenses of professionals under sections 330, 331 and
     503(b) of the Bankruptcy Code; 

          (j)  To hear and determine disputes arising in connection with
     the interpretation, implementation or enforcement of the Plan;

          (k)  To recover all assets of the Debtors and property of the
     Debtors' estates, wherever located;

          (l)  To hear and determine matters concerning state, local and
     federal taxes in accordance with sections 346, 505 and 1146 of the
     Bankruptcy Code;

          (m)  To hear any other matter not inconsistent with the
     Bankruptcy Code; and

          (n)  To enter a final decree closing the Chapter 11 Cases.

                               ARTICLE XIII.

                         MISCELLANEOUS PROVISIONS

     13.1.     Effectuating Documents and Further Transactions.  Each of
the Debtors or Reorganized Debtors is authorized to execute, deliver, file
or record such contracts, instruments, releases, indentures and other
agreements or documents and take such actions as may be necessary or
appropriate to effectuate and further evidence the terms and conditions of
the Plan and any notes or securities issued pursuant to the Plan.

     13.2.     Corporate Action.  On the Effective Date, all matters
provided for under the Plan that would otherwise require approval of the
stockholders, directors or members of one or more of the Debtors or
Reorganized Debtors or their successors in interest under the Plan,
including, without limitation, the authorization to issue preferred stock,
the issuance of New Common Stock, Restricted Stock, New Notes, IDB Secured
Notes, United of Omaha Secured Notes, Warrants, Management Options, Class A
Membership Units and Class B Membership Units, the effectiveness of the
Amended Edison Certificate of Incorporation, the Amended Edison Bylaws and
the amended and restated certificates of incorporation and bylaws of the
Reorganized Subsidiaries, corporate mergers or dissolutions effectuated
pursuant to the Plan, the election or appointment, as the case may be, of
directors and officers of the Debtors pursuant to the Plan, the
authorization and approval of employment agreements, and the creation of
the EBS Claims, L.L.C., the EBS Building, L.L.C. and the Funding Escrow
shall be deemed to have occurred and shall be in effect from and after the
Effective Date pursuant to the applicable general corporation law of the
states in which the Debtors or Reorganized Debtors are incorporated,
without any requirement of further action by the stockholders or directors
of the Debtors or Reorganized Debtors.  On the Effective Date or as soon
thereafter as is practicable, the Reorganized Debtors shall, if required,
file their amended certificates of incorporation with the Secretary of
State of the state in which each Reorganized Debtor is incorporated, in
accordance with the applicable general corporation law of such states.

     13.3.     Exemption from Transfer Taxes.  Pursuant to section 1146(c)
of the Bankruptcy Code, the issuance, transfer or exchange of notes or
equity securities under the Plan, the creation of any mortgage, deed of
trust or other security interest, the making or assignment of any lease or
sublease, or the making or delivery of any deed or other instrument of
transfer under, in furtherance of, or in connection with the Plan,
including, without limitation, any merger agreements or agreements of
consolidation, deeds, bills of sale or assignments executed in connection
with any of the transactions contemplated under the Plan shall not be
subject to any stamp, real estate transfer, mortgage recording or other
similar tax.

     13.4.     Injunction Regarding Worthless Stock Deduction.  At the
Confirmation Hearing, Edison shall request that the Bankruptcy Court
include in the Confirmation Order a provision enjoining any "50-percent
shareholder" of Edison within the meaning of section 382(g)(4)(D) of the
Internal Revenue Code of 1986, as amended, from claiming a worthless stock
deduction with respect to its Edison Equity Interest for any taxable year
of such shareholder ending prior to the Effective Date.

     13.5.     Exculpation.  Neither the Debtors, the Reorganized Debtors,
the Creditors' Committee nor the Equity Committee nor any of their
respective members, officers, directors, employees, advisors or agents
shall have or incur any liability to any holder of a Claim or Equity
Interest for any act or omission in connection with, related to, or arising
out of, the Chapter 11 Cases, the pursuit of confirmation of the Plan, the
consummation of the Plan or the administration of the Plan or the property
to be distributed under the Plan, except for willful misconduct or gross
negligence, and, in all respects, the Debtors, the Reorganized Debtors, the
Creditors' Committee, the Equity Committee and each of their respective
members, officers, directors, employees, advisors and agents shall be
entitled to rely upon the advice of counsel with respect to their duties
and responsibilities under the Plan; provided, however, that nothing
contained herein shall exculpate, satisfy, discharge or release any
Avoidance Claims against present or former officers, directors or employees
of the Debtors in their capacities other than as present or former
officers, directors or employees.

     13.6.     Termination of Committees.  The appointments of the
Creditors' Committee and the Equity Committee shall terminate on the later
of the Effective Date and the date of the hearing to consider applications
for final allowances of compensation and reimbursement of expenses.

     13.7.     Claims Resolution Committee.

     (a)  Function and Composition.  Prior to the Effective Date, the
Creditors' Committee will have established the Claims Resolution Committee. 
Its sole functions will be (i) to monitor the Reorganized Debtors' progress
in (a) reconciling and resolving Disputed Claims and (b) making
distributions on account of such Claims once such Claims become Allowed
Claims, (ii) to compromise, settle or otherwise resolve Disputed Claims,
and (iii) to review and assert objections to the reasonableness of
compromises, settlements or other resolutions of Disputed Claims, as
provided in Section 6.5(b) of the Plan.  The Claims Resolution Committee
will consist of three holders of Claims each of whom previously has served
as a member of the Creditors' Committee.

     (b)  Procedures.  The Claims Resolution Committee will adopt by-laws
that will control its functions.  These by-laws, unless modified by the
Claims Resolution Committee, will provide the following:  (i) a majority of
the Claims Resolution Committee will constitute a quorum; (ii) one member
of the Claims Resolution Committee will be designated by the majority of
its members as its chairperson; (iii) meetings of the Claims Resolution
Committee will be called by its chairperson on such notice and in such
manner as its chairperson may deem advisable; and (iv) the Claims
Resolution Committee will function by decisions made by a majority of its
members in attendance at any meeting.

     (c)  Employment of Attorneys and Reimbursement of Expenses.  The
Claims Resolution Committee will be authorized to retain one law firm.  The
role of the Claims Resolution Committee's attorneys will be strictly
limited to assisting the Claims Resolution Committee in its functions as
set forth herein.  The Reorganized Debtors will pay the actual, necessary,
reasonable and documented fees and expenses of the attorneys retained by
the Claims Resolution Committee, as well as the actual, necessary,
reasonable and documented expenses incurred by each member of the Claims
Resolution Committee in the performance of its duties, in accordance with
the Reorganized Debtors' normal business practice for compensating and
reimbursing professionals.  Other than as specified in the preceding
sentence, the members of the Claims Resolution Committee will serve without
compensation.  If there is any unresolved dispute between the Reorganized
Debtors and the Claims Resolution Committee, its attorneys or its members
as to any fees or expenses, such dispute will be submitted to the
Bankruptcy Court for resolution.

     (d)  Dissolution.  Subject to further order of the Bankruptcy Court,
the Claims Resolution Committee will dissolve upon the earlier to occur of
(i) the date that an officer of Reorganized Edison files with the
Bankruptcy Court and serves upon counsel to the Claims Resolution Committee
by overnight delivery service or facsimile transmission a certification
that the aggregate Disputed Claim Amounts of all remaining Disputed Claims
is equal to or less than $5,000,000, and (ii) the third anniversary of the
Effective Date.  The Claims Resolution Committee may file with the
Bankruptcy Court and serve upon the Reorganized Debtors an objection to
such certification within 10 days of the receipt thereof, in which event
the aggregate Disputed Claim Amounts of all remaining Disputed Claims will
be determined by the Bankruptcy Court.  The attorneys retained by, and
members of, the Claims Resolution Committee, will not be entitled to
compensation or reimbursement of expenses for services rendered after the
date of dissolution of the Claims Resolution Committee.

     13.8.     Post-Confirmation Date Fees and Expenses.  From and after
the Confirmation Date, the Debtors and Reorganized Debtors shall, in the
ordinary course of business and without the necessity for any approval by
the Bankruptcy Court, pay the reasonable fees and expenses of professional
persons thereafter incurred by the Debtors and Reorganized Debtors,
including, without limitation, those fees and expenses incurred in
connection with the implementation and consummation of the Plan.

     13.9.     Payment of Statutory Fees.  All fees payable pursuant to
section 1930 of the title 28 of the United States Code, as determined by
the Bankruptcy Court at the Confirmation Hearing, shall be paid on the
Effective Date.

     13.10.    Amendment or Modification of the Plan.  Alterations,
amendments or modifications of the Plan may be proposed in writing by the
Debtors at any time prior to the Confirmation Date, provided that the Plan,
as altered, amended or modified, satisfies the conditions of sections 1122
and 1123 of the Bankruptcy Code, and the Debtors shall have complied with
section 1125 of the Bankruptcy Code; provided, however, that, prior to the
date of the commencement of solicitation of votes to accept or reject the
Plan, no alteration, amendment or modification of the Plan that would
materially and adversely change the treatment of General Unsecured Claims
may be made without prior approval of the Creditors' Committee, which
approval shall not be unreasonably withheld.  The Plan may be altered,
amended or modified at any time after the Confirmation Date and before
substantial consummation, provided that the Plan, as altered, amended or
modified, satisfies the requirements of sections 1122 and 1123 of the
Bankruptcy Code and the Bankruptcy Court, after notice and a hearing,
confirms the Plan, as altered, amended or modified, under section 1129 of
the Bankruptcy Code and the circumstances warrant such alterations,
amendments or modifications.  A holder of a Claim or Equity Interest that
has accepted the Plan shall be deemed to have accepted the Plan, as
altered, amended or modified, if the proposed alteration, amendment or
modification does not materially and adversely change the treatment of the
Claim or Equity Interest of such holder.

     13.11.    Severability.  In the event that the Bankruptcy Court
determines, prior to the Confirmation Date, that any provision in the Plan
is invalid, void or unenforceable, such provision shall be invalid, void or
unenforceable with respect to the holder or holders of such Claims or
Equity Interests as to which the provision is determined to be invalid,
void or unenforceable.  The invalidity, voidness or unenforceability of any
such provision shall in no way limit or affect the enforceability and
operative effect of any other provision of the Plan.

     13.12.    Revocation or Withdrawal of the Plan.  The Debtors reserve
the right to revoke or withdraw the Plan prior to the Confirmation Date. 
If the Debtors revoke or withdraw the Plan prior to the Confirmation Date,
then the Plan shall be deemed null and void.  In such event, nothing
contained herein shall constitute or be deemed a waiver or release of any
claims by or against the Debtors or any other person or to prejudice in any
manner the rights of the Debtors or any person in any further proceedings
involving the Debtors.

     13.13.    Binding Effect.  The Plan shall be binding upon and inure to
the benefit of the Debtors, the holders of Claims and Equity Interests, and
their respective successors and assigns, including, without limitation, the
Reorganized Debtors.

     13.14.    Notices.  All notices, requests and demands to or upon the
Debtors or the Reorganized Debtors to be effective shall be in writing and,
unless otherwise expressly provided herein, shall be deemed to have been
duly given or made when actually delivered or, in the case of notice by
facsimile transmission, when received and telephonically confirmed,
addressed as follows:

     If to the Debtors:

     Edison Brothers Stores, Inc.
     501 North Broadway
     St. Louis, Missouri  63102
     Attn:  Alan A. Sachs, Esq.
     Telephone:  (314) 331-6565
     Facsimile:  (314) 331-6554

     with a copy to:

     Weil, Gotshal & Manges LLP         Young, Conaway, Stargatt
     767 Fifth Avenue                     & Taylor
     New York, New York  10153          1110 N. Market Street
     Attn:  Richard P. Krasnow, Esq.    P.O. Box 391
     Telephone:  (212) 310-8000         Rodney Square North, 11thFloor
     Facsimile:  (212) 310-8007         Wilmington, Delaware  19801
                                        Attn:  Laura Davis Jones, Esq.
                                        Telephone:  (302) 571-6600
                                        Facsimile:  (302) 571-1253

     If to the Creditors' Committee:

     Jones, Day, Reavis & Pogue         Richards, Layton & Finger, P.A.
     77 West Wacker                     One Rodney Square
     Chicago, Illinois  60601           Wilmington, Delaware  19899
     Attn:  David Kurtz, Esq.           Attn:  Thomas L. Ambro, Esq   .
     Telephone:  (312) 782-3939         Telephone:  (302) 651-7612
     Facsimile:  (312) 782-8585         Facsimile:  (302) 658-6458

     If to the Equity Committee:

     Paul, Weiss, Rifkind, Wharton      Duane Morris & Hekscher
       & Garrison                       1201 Market Street
     1285 Avenue of the Americas        Wilmington, Delaware  19801
     New York, New York  10019          Attn:  Teresa K.D. Currier, Esq.
     Attn:  Alan W. Kornberg, Esq.      Telephone:  (302) 657-4957
     Telephone:  (212) 373-3209         Facsimile:  (302) 571-5560
     Facsimile:  (212) 373-2053

     13.15.    Governing Law.  Except to the extent the Bankruptcy Code,
Bankruptcy Rules or other federal law is applicable, or to the extent an
Exhibit to the Plan provides otherwise, the rights and obligations arising
under this Plan shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York, without giving effect
to the principles of conflicts of law of such jurisdiction.

     13.16.    Withholding and Reporting Requirements.  In connection with
the consummation of the Plan, the Debtors or the Reorganized Debtors, as
the case may be, shall comply with all withholding and reporting
requirements imposed by any federal, state, local or foreign taxing
authority and all distributions hereunder shall be subject to any such
withholding and reporting requirements.

     13.17.    Plan Supplement.  Forms of the documents relating to the
Amended Edison Certificate of Incorporation, the Amended Edison Bylaws, the
EBS Claims LLC Members Agreement, the EBS Building LLC Members Agreement,
the Funding Escrow Agreement, the New Notes, the New Notes Indentures, the
IDB Secured Notes, the United of Omaha Secured Notes, the Management
Incentive Plan, the investment guidelines referred to in Sections 6.4(a)
and (b) of the Plan, Schedules 7.1(a)(x) and 7.1(a)(y) referred to herein,
the Warrants (including a Warrant agreement), the Corporate Headquarters
Lease and the Registration Rights Agreement shall be contained in the Plan
Supplement and filed with the Clerk of the Bankruptcy Court at least 10
days prior to the last day upon which holders of Claims and Equity
Interests may vote to accept or reject the Plan.  Upon its filing with the
Bankruptcy Court, the Plan Supplement may be inspected in the office of the
Clerk of the Bankruptcy Court during normal court hours.  Holders of Claims
or Equity Interests may obtain a copy of the Plan Supplement upon written
request to Edison in accordance with Section 13.14 of the Plan.

     13.18.    Allocation of Plan Distributions Between Principal and
Interest.  To the extent that any Allowed Claim entitled to a distribution
under the Plan is comprised of indebtedness and accrued but unpaid interest
thereon, such distribution shall, for federal income tax purposes, be
allocated to the principal amount of the Claim first and then, to the
extent the consideration exceeds the principal amount of the Claim, to
accrued but unpaid interest.

     13.19.    Headings.  Headings are used in the Plan for convenience and
reference only, and shall not constitute a part of the Plan for any other
purpose.

     13.20.    Exhibits.  All Exhibits to the Plan, including the Plan
Supplement, are incorporated into and are a part of the Plan as if set
forth in full herein.

     13.21.    Filing of Additional Documents.  On or before substantial
consummation of the Plan, the Debtors shall file with the Bankruptcy Court
such agreements and other documents as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of the Plan.

Dated:    Wilmington, Delaware
          March 31, 1997


                         EDISON BROTHERS STORES, INC., a Delaware
                              corporation
                         (for itself and on behalf of each of the
Subsidiaries)

                         By:                                               
                         Name:  
                         Title:

<TABLE>

EXHIBIT A TO PLAN

<CAPTION>

     SUMMARY OF TERMS OF CORPORATE HEADQUARTERS LEASE


<S>            <C>
LESSOR:        Liquidation Trust

LESSEE:        Reorganized Edison

TERM:          10 years, commencing on the Effective Date

RENT:          Years one through three:  $9.00 per square foot

               Years 4 through 10:  equal to the current market rate as
               defined by Cushman & Wakefield

DISPOSITION:   Any sale or other disposition of the Corporate Headquarters
               Building by the Liquidation Trust shall be subject to the
               Corporate Headquarters Building Lease and such other terms
               as are acceptable to Reorganized Edison

OTHER TERMS    Such other terms as may be mutually agreeable to the Debtors
               and the Creditors' Committee

</TABLE>

<TABLE>

EXHIBIT B TO PLAN

<CAPTION>

     SUMMARY OF TERMS OF 1976 IDB SECURED NOTES


<S>            <C>
ISSUER:        Reorganized Edison

AMOUNT:        $2,482,000 

TERM:          June 1, 2001, unchanged from existing 1976 IDB Related
Instruments

INTEREST:      Payable semiannually in arrears, unchanged from existing
               1976 IDB Related Instruments

PRINCIPAL:     Post-Effective Date repayments will be due on the same
               repayment schedule as under the existing 1976 IDB Related
               Instruments, but will be reduced proportionately (to 85% of
               the originally scheduled amount) to reflect the ratio of the
               Allowed Secured 1976 IDB Claims ($2,482,000) to the
               principal amount outstanding under the 1976 IDB Related
               Instruments as of the Commencement Date ($2,920,000)

SECURITY:      Liens on the real property securing the Allowed Secured 1976
               IDB Claims to the extent of each respective holder's 1976
               IDB Secured Note

OTHER TERMS:   Such other terms as may be mutually agreeable to the Debtors
               and the respective holders of the Allowed Secured 1976 IDB
               Claims    
          
</TABLE>

<TABLE>


EXHIBIT C TO PLAN

<CAPTION>

     SUMMARY OF TERMS OF 1985 IDB SECURED NOTES

<S>           <C>
ISSUER:        Reorganized Edison

AMOUNT:        $4,235,000

TERM:          November 1, 2010, unchanged from existing 1985 IDB Related
               Instruments

INTEREST:      Variable rate payable quarterly in arrears, unchanged from
               existing 1985 IDB Related Instruments

PRINCIPAL:     Post-Effective Date repayments will be due on the same
               repayment schedule as under the existing 1985 IDB Related
               Instruments, but will be reduced proportionately (to 77% of
               the originally scheduled amount) to reflect the ratio of the
               Allowed Secured 1985 IDB Claims ($4,235,000) to the
               principal amount outstanding under the 1985 IDB Related
               Instruments as of the Commencement Date ($5,500,000)

SECURITY:      Liens on the real property securing the Allowed Secured 1985
               IDB Claims to the extent of each respective holder's 1985
               IDB Secured Note

OTHER TERMS:   Such other terms as may be mutually agreeable to the Debtors
               and the respective holders of the Allowed Secured 1985 IDB
               Claims

</TABLE>

<TABLE>

EXHIBIT D TO PLAN

<CAPTION>

     SUMMARY OF TERMS OF NEW NOTES

<S>            <C>   
ISSUER:        Reorganized Edison

AMOUNT:        $100,000,000

TERM:          The later of the tenth anniversary of the Effective Date and
               July 31, 2007

INTEREST:      11.0% per annum, payable semi-annually on January 31 and
               July 31.  Interest shall begin accruing on the earlier of
               the Effective Date and July 31, 1997.  The first interest
               payment shall be made on January 31, 1998
MATURITY:      100% of outstanding principal amount payable on the later of
               the tenth anniversary of the Effective Date and July 31,
               2007

SECURITY:      None

PREFUNDING:    Through the Funding Escrow, the first three years of
               interest payable shall be prefunded by the Debtors with $16
               million in Cash and the Funding Escrow Properties

COVENANTS:     Mandatory Principal Prepayment -- 50% of the net proceeds of
               extraordinary asset sales not otherwise required to be paid
               to working capital facility lenders; provided, however, that
               such amount shall not be distributed unless in excess of $5
               million

               Optional Redemption -- In whole or in part at the option of
               Reorganized Edison in increments of not less than $5 million
               in accordance with the following schedule:

               Effective Date - June 30, 1998:    100% of par
               July 1, 1998 - June 30, 1999: 104% of par
               July 1, 1999 - June 30, 2000: 103% of par
               July 1, 2000 - June 30, 2001: 102% of par
               July 1, 2001 - June 30, 2002: 101% of par
               July 1, 2002 - Maturity: 100% of par    

               Mandatory Redemption Upon Change of Control -- Upon a
               "Change in Control," at 101% of par.  "Change of Control"
               shall  be defined in a manner mutually satisfactory to the
               Debtors and the Creditors' Committee

               Other Covenants -- Such other covenants as may be mutually
               agreeable to the Debtors and the Creditors' Committee

OTHER TERMS:   Such other terms as may be mutually agreeable to the Debtors
               and the Creditors' Committee

</TABLE>


<TABLE>

EXHIBIT E TO PLAN

<CAPTION>

     SUMMARY OF TERMS OF SIX YEAR WARRANTS


<S>               <C>
WARRANTS:         Warrants to purchase 5.0% of the issued New Common Stock, on a
                  fully diluted basis

EXERCISE PRICE:   $22.10

TERM:             The Six Year Warrants shall expire on the sixth anniversary
                  of the Effective Date

OTHER TERMS:      Such other terms as may be typical for publicly held
                  warrants

</TABLE>

<TABLE>

EXHIBIT F TO PLAN

<CAPTION>

                  SUMMARY OF TERMS OF THREE YEAR WARRANTS

<S>            <C>
WARRANTS:      Warrants to purchase 4.0% of the issued New Common Stock, on
               a fully diluted basis

EXERCISE PRICE:$13.85

TERM:          The Three Year Warrants shall expire on the third
               anniversary of the Effective Date

OTHER TERMS:   Such other terms as may be typical for publicly held
               warrants

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EXHIBIT G TO PLAN
                                     
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              SUMMARY OF TERMS OF UNITED OF OMAHA SECURED NOTES

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ISSUE:         Reorganized Edison       

AMOUNT:        For each schedule under the United of Omaha Instruments, the
               amount of the Allowed Secured United of Omaha Claim
               associated with such schedule

TERM:          For each schedule under the United of Omaha Instruments, the
               remaining term under such schedule

INTEREST:      For each schedule under the United of Omaha Instruments, the
               imputed annual interest rate payable under such schedule,
               payable quarterly in arrears

PRINCIPAL:     For each schedule under the United of Omaha Instruments, the
               amount of the Allowed Secured United of Omaha Claim
               associated with such schedule shall be amortized over the
               remaining term for such schedule

SECURITY:      Liens on the computer and related equipment securing the
               Secured United of Omaha Claims to the extent of the United
               of Omaha Secured Notes

OTHER TERMS:   Such other terms as may be mutually agreeable to the Debtors
               and the holders of the United of Omaha Secured Claims

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